Ember: Ragnarök
by Warlus999
Summary: "Ember is imprisoned on the other side of the universe and finds herself in a race against time to get back to Asgard to stop the Ragnarok, the destruction of her home-world and the end of Asgardian civilization. All, of the claws of an all-powerful new threat, the ruthless Devour."


**EMBER: RAGNARÖK**

* * *

Written by  
Eric Pearson and Craig Kyle & Christopher L. Yost

'Rewritten-and-Pasted' by  
Warlus999

* * *

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* * *

THE HASBRO LOGO. SMOLDERING, BEGINNING TO TURN ORANGE IN THE  
HEAT AS WE TILT UP TO SEE…

… FIRE. NOTHING BUT FIRE.

* * *

**INT. TIGHT SPACE – INDETERMINATE TIME**

Dark and cramped. The soft red light of fire seeps through  
iron slats. Inside this cage is a dragon, bound by chains.

It's EMBER. Her scales are long and her skin is dusty. That  
rough, grizzled look of a dragon who's spent years on the road.

She looks around.

**EMBER  
**Now, I know what you're thinking.  
Oh no! Ember's in a cage. How did  
this happen?  
(then:)  
Well, sometimes you have to get  
captured just to get a straight  
answer out of somebody. It's a long  
story but basically, I'm a bit of a  
hero. See, I spent some time on  
Equestria… Fought some robots, saved  
the kingdom a couple of times. Then  
I went searching through the cosmos  
for some magic, colorful Infinity  
Stone things… Didn't find any.  
That's when I came across a path of  
death and destruction, which led me  
all the way here into this cage…  
where I met you…

Reveal that she's talking to a weird alien skeleton in chains.

**EMBER (CONT'D)  
**How much longer do you think we'll  
be here?

NOISE. Sounds of metal gears TURNING.

Suddenly the bottom DROPS OUT! Ember PLUMMETS until…

SHLINK!

The chains CINCH and abruptly halt her descent. Ember dangles six  
feet off the ground. Pull back to reveal we are in…

* * *

**INT. SURTR'S LAIR – CONTINUOUS**

A cavernous space. The walls, floors, and ceilings are  
molten rock, which has creepy glimmers of fire within it.  
Stationed in the center is a volcanic rock throne, and  
sitting in that throne is a charred demonic skeleton.

**SURTR (O.S.)  
**Ember, daughter of Torch…

Ember's chain turns to reveal…

… SURTR on his throne. Eighteen-feet-tall, flesh made of  
fire, and demonic spiked horns on his skull.

**EMBER  
**Surtr! Son of a bitch… you're  
still alive! I thought my father  
killed you, like, half a million  
years ago.

**SURTR  
**I cannot die. Not until I fulfill  
my destiny and lay waste to your  
home.

**EMBER  
**You know, it's funny you should  
mention that. Because I've been  
having these terrible dreams of  
late. Asgard up in flames, falling  
to ruins. And you, Surtr, are at the  
center of all of them.

**SURTR  
**Then you have seen the Ragnarök, the  
fall of Asgard. The great prophecy…

**EMBER (O.S.)  
**Hang on. Hang on.

Reveal that Ember's chain is turning VERY SLOWLY.

**EMBER (CONT'D)  
**I'll be back around shortly. I  
really feel like we were connecting  
there.

After a beat, Ember rotates around to face Surtr.

**EMBER (CONT'D)  
**Okay, so, Ragnarök. Tell me about  
that. Walk me through it.

**SURTR  
**My time has come. When my crown is  
reunited with the Eternal Flame, I  
shall be restored to my full might.  
I will tower over the mountains, and  
bury my sword deep in Asgard's…

**EMBER  
**Oh, hang on. Give it a second.

Once again, Ember is turning VERY SLOWLY.

**EMBER (CONT'D)  
**I swear, I'm not even moving, it's  
just doing this on its own. I'm  
really sorry.  
(then:)  
Okay, so let me get this straight.  
You're going to put your crown into  
the Eternal Flame, and then you'll  
suddenly grow as big as a house…

**SURTR  
**A mountain!

**EMBER  
**The Eternal Flame that Torch keeps  
locked away on Asgard?

Surtr grins, evil.

**SURTR  
**Torch is not on Asgard. And your  
absence has left the throne  
defenseless.

That elicits a concerned look from Ember.

**EMBER  
**Okay, so where is it? This crown?

**SURTR  
**This is my crown, the source of my  
power.

Surtr points at the V-shaped horns on his head…

**EMBER  
**Oh, is that a crown? I thought it  
was a big eyebrow.

**SURTR  
**It's a crown.

**EMBER  
**Anyway, it sounds like all I have  
to do to stop Ragnarök is rip that  
thing off your head.

Surtr stands up and approaches Ember, DRAGGING his sword.

**SURTR  
**But Ragnarök has already begun. You  
cannot stop it. I am Asgard's  
doom, and so are you. All will  
suffer, all will burn.

Surtr steps forward and GRABS the chain above Ember's legs,  
holding it so he and Ember are face to face.

**EMBER  
**That's intense. To be honest,  
seeing you grow really big and set  
fire to a planet would be quite the  
spectacle. But it looks like I'm  
going to have to go with option B;  
where I bust out of these chains,  
knock that tiara off your head, and  
stash it away in Asgard's vault.

**SURTR  
**You cannot stop Ragnarök. Why fight  
it?

Behind her back, Ember opens her claw. Sending out the SOS.

**EMBER  
**Because… that's what heroes do.

Nothing happens. Ember appears annoyed at herself.

**EMBER (CONT'D)  
**Wait, sorry. I didn't time that  
right.  
(pause:)  
And, now!

BOOM!

Ember's hammer, 'Mjölnir', CRASHES through the wall!

Ember BREAKS FREE from her chains, GRABS Mjölnir, spins, and  
flies a distance away. She FLINGS Mjölnir back at Surtr,  
smashing the giant in the face. Mjölnir returns.

**SURTR  
**You have made a grave mistake,  
Torch's daughter.

THE WALLS COME ALIVE! A seemingly infinite swarm of FIRE  
DEMONS rally to Surtr's aid.

**EMBER  
**I make grave mistakes all the time.  
Everything seems to work out.

In the shadows, a massive FIRE DRAGON ROARS.

The fire demons SURGE FORWARD. Ember backs up, HAMMERING  
AWAY. She then leaps back, SPRINGBOARDS off the wall, and…

… LANDS HARD, SLAMMING Mjölnir down. The resulting shockwave  
KNOCKS BACK THE LEGION OF FIRE DEMONS.

The Fire Dragon STRAINS against a chain leash.

Ember is now facing off with Surtr. Surtr thrusts his sword  
at Ember, generating a humongous PROJECTILE WALL OF FIRE!

Ember SPINS Mjölnir so fast that it creates a kind of SHIELD.

The Goddess of Thunder and the Fire Jötunn engage in ferocious  
hand-to-hand combat. Each landing power shots, sending  
sparks of both fire and electricity into the air.

Ember SLIPS behind Surtr and TAKES OUT his knees. Ember then  
LAUNCHES HIGH into the air and summons a HUGE LIGHTNING BOLT.  
Descending hard, she uses all his power to…

… LOP SURTR'S HEAD OFF OF HIS BODY! Surtr's body DEFLATES  
and COLLAPSES into a heap of charred bones.

Ember straps the crowned skull to his back. She turns to find…

… the army of Fire Demons regrouping as reinforcements flood  
in, filling the space to capacity. Recognizing the threat,  
Ember thrusts Mjölnir above her head.

**EMBER (CONT'D)  
**Shakes. I know it's been a while,  
but I could use a fast exit!

Nothing. Ember just stands there as the Fire Demons advance.

**EMBER (CONT'D)  
**… Shakes?

* * *

**INT. THE OBSERVATORY – SAME**

Shakes is nowhere to be found. Instead, we meet PUFF.  
He's albino, strong, mean looking, a little eager to be liked.

At the moment, Puff is entertaining two FEMALE ASGARDIAN DRAGONS.

**PUFF  
**Shakes was an idiot. This job  
should have made him rich. Now,  
the job ain't easy, but it does  
have its benefits. The Bilröst  
gives me access to everything the  
Nine Realms have to offer. I mean  
it's all mine for the taking.  
(beat)  
Behold… my treasure.

Puff has drawn their attention to a pile of weapons and  
treasures he has stashed off to the side.

He hefts up two M-16 assault rifles, trying to play it cool.

**PUFF (CONT'D)  
**I'm particularly fond of these. I  
pulled `em out of a place on  
Equestria called 'Appleloosa'. I even named  
them 'Anni' and 'Hilate'. You see, when  
you put them together… they  
annihilate.

* * *

**INT. SURTR'S LAIR – CONTINUOUS**

Having expected to have been Bilröst-ed out of there, Ember is  
OVERRUN BY THE GIANT WAVE OF FIRE DEMONS!

The Fire Dragon BREAKS FREE of its chain.

Realizing she's in trouble, Ember TAKES OFF, rocketing up to…

* * *

**EXT. TARTARUS – CONTINUOUS**

Ember CRASHES out of the ground and LANDS on a craggy surface.  
Disoriented and singed from the fire demon onslaught.

Ember's cloak is on fire, and she frantically PATS OUT the  
flames. She picks up Mjölnir, holds it up once more. Nothing.

**EMBER  
**Shakes, come on.

THE GROUND SHAKES! Like an earthquake. Ember backs up as the  
ground begins to give way all around her. And then…

… THE FEARSOME FIRE DRAGON BURSTS OUT OF THE GROUND! The  
dragon opens its tremendous jaws for an ear-splitting roar…

… but Ember STUFFS Mjölnir into its mouth and lets go.

THUD! The hammer DROPS, pinning the beast down by its bottom  
jaw. It THRASHES and GROWLS, trying to break free.

**EMBER (CONT'D)  
**Stay.  
(looks up to the sky:)  
I'm running short on…

Ember notices that all around him the ground is CRUMBLING like  
a field of sinkholes giving way to more snarling Fire Demons!

**EMBER (CONT'D)  
**… options.

Ember calls for Mjölnir and TAKES OFF. The dragon SCREECHES!

* * *

**INT. THE OBSERVATORY – SAME**

Puff continues showing off for the ladies.

**EMBER (O.S.)  
**Shakes?!

Behind Puff the Bilröst starts MOVING. One of the dragons  
notices the Bilröst glowing.

**ASGARDIAN DRAGON  
**Puff, is that important?

Puff turns and notices the Bilröst activity.

**PUFF  
**You girls are in for a treat.

Angle on Shakes's sword, which has been sloppily cast aside  
in another pile of his "treasure". Puff hastily runs and grabs it.

* * *

**EXT. TARTARUS – CONTINUOUS**

Ember is FLYING at top speed, but that dragon is right on her  
heels! The fire demons LAUNCH flaming projectiles from below!

Ember looks back, genuinely nervous. The dragon is OPENING  
its jaws to swallow Ember whole when…

Suddenly Bilröst OPENS! The portal surrounds Ember and  
engulfs the dragon's head!

In an instant, they're gone…

* * *

**MAIN TITLE**

**OPENING  
"****MAIN THEME" by MARK MOTHERSBAUGH**

* * *

**INT. THE OBSERVATORY – MOMENTS LATER**

Puff has plunged Shakes's sword into Bilröst.

BOOM!

Ember EXPLODES out of the portal along with the severed  
head of the dragon!

SPLAT!

Blood and guts RAIN DOWN on Puff and the two  
dragons, DRENCHING them with purple gore.

The dragon's head SLIDES slowly across the floor, coming to  
rest right in front of the female dragons who are frozen in shock.

The dragons SHRIEK and rush out of the Observatory. Ember  
meanwhile is clean and staggering back to her feet. She looks  
up to Puff, who is wiping dragon guts off of himself.

**PUFF  
**Girls!  
(beat:)  
Well well, look who decided to pop  
in. Thanks for scaring away my  
company and drenching my workplace  
in brains.

**EMBER  
**… Who are you?

**PUFF  
**Don't you remember me? I'm Puff.  
(Ember doesn't:)  
We fought together on Vanaheim.

**EMBER  
**Right… Where's Shakes?

**PUFF  
**That traitor. No one knows, he's a  
fugitive of the throne.

**EMBER  
**Traitor?

**PUFF  
**Yeah, you see, Torch charged  
Shakes with negligence of duty,  
but he disappeared before the  
trial. Hard to catch a dragon who can  
see everything in the Universe.

Ember starts to say something, but then gives up. Instead she  
starts towards the exit… but Puff stands in her way.

**EMBER  
**Sure.

**PUFF  
**Hold on. I'm supposed to announce  
your arrival.

Ember SPINS UP Mjölnir and takes off in a blur. Puff starts  
the loooong run down the Obsidian Bridge.

* * *

**EXT. THEATER ENTRANCE – DAY**

EMBER arrives with Surtr's skull.

There's a small crowd making its way through a threshold over  
which stands a monumental stone statue of Garble, arms out-stretched  
in the 'savior' pose.

Confused, Ember turns to a theater patron.

**EMBER  
**What the hell is that?

* * *

**EXT. ASGARD – ROYAL TERRACE – PATIO – MOMENTS LATER**

GARBLE falls into frame, GASPING FOR BREATH… although it's  
not Garble. This is ACTOR GARBLE and we're watching a STAGE PLAY.

In the background, a single musician plays the haunting score  
from EMBER: THE DARK WORLD on a pan flute.

Suddenly, ACTRESS EMBER leans into shot, holding Actor Garble.

**ACTOR GARBLE  
**Oh, sister. This is it. I take  
my leave.

**ACTRESS EMBER  
**You fool, you didn't listen!

**ACTOR GARBLE  
**I'm sorry.

**ACTRESS EMBER  
**Harrow! Get help!

"Harrow" awkwardly runs off. The "Warriors Three" watch sadly. A  
small choir JOINS IN as the music builds to a CRESCENDO.

**ACTRESS HARROW  
**Somebody help!

In the middle of the audience we reveal TORCH, sitting upon a  
chaise lounge, sipping wine and thoroughly enjoying the show.  
Unseen, Ember arrives behind the audience and watches.

**ACTOR GARBLE  
**Sorry for all I've done.

**ACTRESS EMBER  
**It's all right. Hold on.

**ACTOR GARBLE  
**I'm sorry I tried to rule Equestria.

**ACTRESS EMBER  
**They'd be lucky to have you.

**ACTOR GARBLE  
**I'm sorry about that thing with the  
Tesseract. I just couldn't help  
myself.

**ACTRESS EMBER  
**I know.

**ACTOR GARBLE  
**I'm a trickster.

**ACTRESS EMBER  
**So mischievous.

**ACTOR GARBLE  
**Sorry about that time I turned you  
into a frog.

**ACTRESS EMBER  
**It was a wonderful joke.

**TORCH  
**(to no-one in particular:)  
'Twas indeed hilarious.

**ACTRESS EMBER  
**You are the savior of Asgard.

**ACTOR GARBLE  
**Tell my story.

**ACTRESS EMBER  
**I will.

**ACTOR GARBLE  
**Build a statue for me.

**ACTRESS EMBER  
**We will build a big statue for you.

**ACTOR GARBLE  
**With my helmet on, with the big  
bendy horns.

**ACTRESS EMBER  
**I will tell Father what you did  
here today.

Torch mouths Actor Garble's final line along with him.

**TORCH/ACTOR GARBLE  
**I didn't do it for him.

Actor Garble then "dies".

**ACTRESS EMBER  
**NO!

The brothers freeze in a TABLEAU as ACTOR TORCH steps forward.

**ACTOR TORCH  
**And so Garble died of his wounds,  
giving his life for ours. He  
fought back those disgusting dark  
elves. He brought peace to the  
realm.

He takes a 4-YEARS-OLD DRAGON, PAINTED BLUE, into his arms.

**ACTOR TORCH (CONT'D)  
**Garble, my boy…`Twas many moons ago  
I found you on a frost-bitten  
battlefield.

Ember watches, incredulous. She then notices that a female dragon next  
to her is openly SOBBING at the play.

**ACTOR TORCH (CONT'D)  
**On that day, I did not yet see in  
you Asgard's savior. No. You were  
merely a little blue baby icicle…  
that melted this old fool's heart.

The crowd erupts in rapturous applause. The players bow. Torch  
stands up, leading the crowd in this STANDING OVATION.

**TORCH  
**Bravo! Bravo! Well done. Bravo!

**EMBER  
**Father…

Torch sees Ember taking a knee. Curses under his breath:

**TORCH  
**Oh, shit!  
(then, announcing:)  
My daughter, Ember, has returned!  
Greetings, my girl.

Torch goes through a weird internal transformation. His  
fluidity is replaced by a rigid and regal posture. He bats  
away his maiden and turns to Ember, who stands up.

**EMBER  
**It's an interesting play. What's  
it called?

**TORCH  
**The Tragedy of Garble of Asgard. The  
people wanted to commemorate him.

**EMBER  
**Indeed they should.  
(provoking:)  
I like that statue. A lot better  
looking than he was when he was  
alive, though. A little less…  
weasely… Less greasy maybe.

Torch sours, masking his agitation. Ember holds up the skull.

**EMBER (CONT'D)  
**You know what this is?

**TORCH (ADR)  
**The skull of Surtr? That's a  
formidable weapon.

Ember approaches an E-Guard and claws it over.

**EMBER  
**Do me a favor. Lock this in a  
vault so it doesn't turn into a  
giant monster and destroy the whole  
kingdom.

**TORCH  
**So it's back to Equestria for you, is  
it?

Ember starts Yo-Yoing Mjölnir, turns back to Torch.

**EMBER  
**Nope. I've been having this  
reocurring dream lately. Every night,  
I see Asgard fall into ruins…

**TORCH  
**That's just a silly dream… Signs  
of an overactive imagination.

**EMBER  
**Possibly… but then I decide to go  
out there and investigate. And  
what do I find? The Nine Realms  
completely in chaos. Enemies of  
Asgard assembling, plotting our  
demise. All while you, Torch, the  
protector of those Nine Realms, are  
sitting here in your bathrobe,  
eating grapes.

**TORCH  
**Well, it is best to respect our  
neighbors' freedom.

**EMBER  
**Of course, the freedom to be  
massacred.

**TORCH  
**Yes, besides, I have been rather  
busy myself.

**EMBER  
**Watching theatre.

**TORCH  
**Board meetings, and security  
council meetings…

**EMBER  
**You really going to make me do it?

**TORCH  
**Do what?

Ember SPINS Mjölnir and then HURLS it off into the distance,  
GRABS Torch by the back of the neck.

Torch's royal attendants GASP in shock. The Einherjar  
bodyguards rush Ember, but she KICKS them away.

**EMBER  
**You know that nothing will stop  
Mjölnir as it returns to my claw.

Mjölnir stops mid-air and starts ROCKETING BACK.

**EMBER (CONT'D)  
**Not even your face.

**TORCH  
**You've gone quite mad. You'll be  
executed for this!

Mjölnir approaches at a terrifying speed as Torch struggles.

**EMBER  
**Then I'll see you on the other  
side… brother.

The jig is up. A shimmering illusion dissipates, revealing…

**GARBLE  
**Alright, I yield!

Ember DROPS Garble to the ground and catches Mjölnir. Garble  
looks to Ember, hands up defensively. Puff arrives on the  
scene, a little late to warn Garble.

**PUFF  
**Behold! Ember… Torch's daughter!

**GARBLE  
**No! You had one job! Just the one.

**EMBER  
**Where's Torch?

**GARBLE  
**You just couldn't stay away, could  
you? Everything was fine without  
you. Asgard was prospering  
(gestures to the crowd)  
You've ruined everything. Ask  
them.

Those who aren't freaked out are becoming gradually angrier.

Ember advances on Garble, who backs up onto the chaise lounge.

**EMBER  
**Where's father? Did you kill him?

**GARBLE  
**You had what you wanted, you had  
the independence you asked for!

Ember PRESSES Mjölnir onto Garble's chest.

**GARBLE (CONT'D)  
**Ow-ow-ow! Alright! I know exactly  
where he is.

* * *

**EXT. SHADY ACRES NURSING HOME – MANEHATTAN – DAY**

A NURSING HOME sign on a brick wall. Suddenly the wall  
crumbles out of shot, revealing a demolition site.

Reveal Ember and Garble wearing strange clothes. Ember carries an  
umbrella, Garble is dressed in a weird top hat and an avant-garde  
tie.

**GARBLE  
**I swear, I left him right here.

**EMBER  
**Right here on the sidewalk? Or  
right there, where the building  
that's being demolished? Great  
planning.

**GARBLE  
**How was I supposed to know? Can't  
see into the future. I'm not a  
witch.

**EMBER  
**Then why do you dress like one?

**GARBLE  
**Hey!

**EMBER  
**I can't believe you're alive. I saw  
you die. I mourned you, I cried for  
you.

**GARBLE  
**I'm honored.

Suddenly, TWO COLLEGE MARES appear behind their backs.  
They are whispering.

**COLLEGE MARE 2  
**Ask her.

**COLLEGE MARE 1  
**Hi. Would you mind taking a picture  
with us?

**EMBER  
**Sure.  
(to Garble:)  
Start figuring out where he is.

They take the picture.

**COLLEGE MARE 1  
**Oh, my gosh!

**COLLEGE MARE 2  
**Sorry to hear that June dumped you.

The two mares leave while they look at picture with happiness.

**EMBER  
**He didn't dump me, you know. I  
dumped him… It was a mutual  
dumping.

Ember notices something going on around Garble.

**EMBER (CONT'D)  
**What's this, what are you doing!?

Garble looks down to see that the sidewalk has started to GLOW  
BENEATH HIM! A circle of ancient symbols.

**GARBLE  
**This… isn't me.

WHOOMPF!

Garble DROPS out of sight, vanishing through solid  
concrete! Ember sees a CARD on the sidewalk where Garble was.

Ember pokes the business card.

**EMBER  
**Garble?

She picks up the card. It reads…

"177-A Bleecker Street"

Ember picks up the card and…

WHOOSH!

* * *

**EXT. SANCTUM SANTORUM – DAY**

Ember approaches 177A Bleecker Street.

She looks certainly confused, but seeing the door  
to her forehead, she decides to put aside her worries  
for the moment.

She knocks ONCE, TWICE, and then…

WHOOSH!

* * *

**INT. SANCTUM SANCTORUM – UPSTAIRS PARLOR – CONTINUOUS**

Ember is suddenly inside Moondancer's lair!

**MOONDANCER (O.S.)  
**Ember, Torch's daughter.

From a dark corner we glimpse a shape… MOONDANCER.  
A female unicorn pony with a broken horn and several scars on  
her hooves. Levitating, she drifts towards Ember.

**MOONDANCER (CONT'D)  
**Goddess of Thunder.

Ember holds up the ratty umbrella, ready to defend herself.

**MOONDANCER (CONT'D)  
**You can put down the umbrella.

Ember gives Moondancer a sideways look, but then hangs her umbrella  
on one of the racks in the place. When she looks back  
up, the environment is furnished.

**EMBER  
**So… Equestria has ancient wizards now?

**MOONDANCER  
**The preferred term is "Master of  
the Mystic Arts."

**EMBER  
**Alright wizardess, who are you? Why  
should I care?

**MOONDANCER  
**My name is Moondancer  
and I have some questions for you.  
Take a seat.

Ember and Moondancer are now sitting in high-backed chairs.

**MOONDANCER (CONT'D)  
**Tea?

Ember now has a cup of tea in her claw.

**EMBER  
**I don't drink tea.

**MOONDANCER  
**What do you drink?

**EMBER  
**Not tea.

Ember now has a stein of beer in her claw. She drinks it  
throughout the scene, but it always stays full.

**MOONDANCER  
**So I keep a watch list of  
individuals and beings from other  
realms that may be a threat to this  
kingdom. Your adopted brother, Garble,  
is one of these beings.

**EMBER  
**He's a worthy inclusion.

**MOONDANCER  
**Then why bring him here?

**EMBER  
**We're looking for my father.

**MOONDANCER  
**So. If you were to tell you where  
Torch was, all parties concerned  
would promptly return to Asgard?

**EMBER  
**Promptly.

**MOONDANCER  
**Great. Then I'll help you.

**EMBER  
**If you knew where he was, why  
didn't you call me?

**MOONDANCER  
**I have to tell you, he was adamant  
that he not be disturbed. Your  
father said he had chosen to remain  
in exile.  
(beat:)  
And you don't have a phone.

**EMBER  
**No, I don't have a phone, but you  
could have sent an electronic  
letter. It's called an email.

**MOONDANCER  
**Yeah, do you have a computer?

**EMBER  
**No. What for?  
(beat:)  
Anyway, my father is no longer in  
exile. So if you could tell me  
where he is, I can take him home.

**MOONDANCER  
**Gladly. He's in Norhay.

Moondancer stands up and suddenly they are standing by a book-  
case. Moondancer takes down an ancient book, flips through it.

**MOONDANCER  
**I'm just seeing whether this  
incantation requires any Asgardian  
modifications.

Ember reaches out to the bookcase to steady herself.

**MOONDANCER (CONT'D)  
**Nope.

Suddenly they are both across the room at Moondancer's work  
station. Because Ember was touching the bookcase, she has  
magically brought it across the room as well.

**MOONDANCER (CONT'D)  
**Oh, we don't need that.

Suddenly Ember is back across the room. Books fall off the  
shelf and Ember's beer spills.

She is queasy and unsteady from the teleporting.

**EMBER  
**Will you stop doing that?

**MOONDANCER  
**I need just one of your  
scales.

**EMBER  
**Let me explain something, my scales  
is not to be meddled wi…!

Moondancer is behind Ember, she plucks a scale.

Moondancer extends the scale, infuses it with magic, does a few  
gestures that create a BRIGHT LIGHT and suddenly…

* * *

**INT. SANCTUM SANCTORUM – FRONT STAIRCASE – CONTINUOUS**

Bottom of the stairs. Moondancer is standing. Ember is rolling  
down the stairs. A magic portal leading into a peaceful  
meadow has opened beside Moondancer.

**EMBER  
**We could have just walked.

**MOONDANCER  
**(re: the portal)  
He's waiting for you.

**EMBER  
**All right.

**MOONDANCER  
**Don't forget your umbrella.

**EMBER  
**Yes.

Ember extends her arm and holds out her claw. Crashing noises  
are heard. Lots of crashing noises.

**EMBER (CONT'D)  
**Sorry.

Finally the umbrella flies into her claw.

**EMBER (CONT'D)  
**I suppose I'll need my brother  
back.

**MOONDANCER  
**Yeah, right.

Suddenly we hear SCREAMING.

From above, GARBLE drops out of a portal. He LANDS HARD on the  
floor and then STAGGERS to his legs. On edge, confused.

**GARBLE  
**… I have been falling… for thirty  
minutes!

**MOONDANCER  
**(to Ember:)  
You can handle him from here.

**EMBER  
**Yeah, of course.  
(they shake hoof and claw:)  
Thank you very much for your help.

**MOONDANCER  
**Good luck.

**GARBLE  
**Handle me? Who are you?

**EMBER  
**Garble…

Garble DRAWS a dagger, ready to attack Moondancer.

**GARBLE  
**… you think you're some kind of  
sorceress? Don't think for one  
minute, you second-rate…

**MOONDANCER  
**Bye-bye.

Moondancer GESTURES with both hooves and…

WHOOSH!

PULLS the magic portal over them.

Just like that, Ember and Garble are gone.

* * *

**EXT. CLIFFS – DAY**

Beautiful, undisturbed nature. We hear the ocean nearby.

GARBLE lands on the ground, portal closes behind them.

**EMBER  
**Father?

A lone figure stands at the other side of the meadow at the  
cliff's edge, waves CRASHING below.

It is TORCH. He's dressed plainly in humble pony clothes.  
The dragons approach him quickly.

**TORCH  
**Look at this place.

(he looks the immense ocean:)  
It's beautiful.

**EMBER  
**Father, it's us.

**TORCH  
**My children. I've been waiting for  
you.

Garble is surprised to hear Torch call him his son.

**EMBER  
**I know. We've come to take you  
home.

**TORCH  
**Home, yes. Your mother, she calls  
me. Do you hear it?

Ember fires a look at Garble, who holds up his claws in defense.

**EMBER  
**Garble, lift your magic.

Torch turns to Garble, who stiffens. But Torch smiles.

**TORCH  
**Took me quite a while to break free  
from your spell. Bonfire would have  
been proud.

Garble is moved by this gesture. He looks over to see Ember  
staring at him, anger building.

Torch puts a claw on Ember's shoulder, calming her.

**TORCH (CONT'D)  
**Come and sit with me. I don't have  
much time.

Torch sits, out of breath, weak. His children sit beside him.

**EMBER  
**I know that we failed you, but we  
can make this right.

**TORCH  
**I failed you.  
(beat:)  
It is upon us… Ragnarök.

**EMBER  
**No, I've stopped the Ragnarök. I put  
an end to Surtr.

**TORCH  
**No. It has already begun. She's  
coming…

Ember and Garble look at each other confused.

**TORCH (CONT'D)  
**My life was all that held  
her back, but my time has come. I  
cannot keep her away any longer.

**EMBER  
**Father, who are you talking about?

**TORCH  
**The Goddess of Death, Devour. My  
first born.  
(faces Ember:)  
Your sister.

That hits Ember hard. Garble can't believe what he's hearing.

**EMBER  
**… what?

**TORCH  
**Her violent appetites grew beyond  
my control. I couldn't stop her,  
so I imprisoned her. Locked her  
away. She draws her strength from  
Asgard… and once she gets there,  
her powers will be limitless.

**EMBER  
**Whatever she is, we can stop her.  
We can face her together.

**TORCH  
**(takes Ember's claw:)  
No we won't. I'm on a different  
path now. This you must face  
alone.

Torch looks into Ember's eyes, struggling to breathe.

**TORCH (CONT'D)  
**I love you my children.

For the briefest of instances, father and children share a quiet  
moment together. Tears well in Ember's eyes.

**TORCH (CONT'D)  
**Look at that.

Ethereal sun-rays stream down upon the ocean.

**TORCH (CONT'D)  
**Remember this place. Home.

A warm glow washes over Ember's face and he turns to see that…

TORCH IS DISSIPATING INTO STARDUST. THE ALLFATHER HAS DIED.

A moment as the siblings separately mourn for Torch.

The sky above DARKENS and THE WIND PICKS UP.

Ember stands and turns toward Garble, her eyes burning with  
rage. Garble takes a step back.

**GARBLE  
**Sister…

Ember faces Garble. Electricity CRACKLES at Ember's claws.

**EMBER  
**This was your fault.

CRACK! Behind them a black portal SPLITS OPEN!

Ember SLAMS DOWN her umbrella, transforming into her Asgardian  
armor (with Mjölnir). Garble changes into his armor as well.

A piercing scream cuts the air as a figure is hurtled out of  
the portal, crashing out of this dimensional rift is DEVOUR.

Devour takes a second to consider her surroundings. Then…

**DEVOUR  
**So he's gone?  
(beat:)  
That's a shame. I would've liked  
to have seen that.

A tense moment as they stare each other down.

**EMBER  
**You must be Devour. I'm Ember, Daughter of  
Torch.

**DEVOUR  
**Really, you don't look like him.

**GARBLE  
**Perhaps we can reach an  
arrangement.

**DEVOUR  
**You sound like him.

Garble shifts nervously. Ember's grip tightens on Mjölnir.

**DEVOUR (CONT'D)  
**Kneel.

**GARBLE  
**Beg your pardon?

Devour MANIFESTS a pitch black blade.

**DEVOUR  
**Kneel… before your new Lord.

**EMBER  
**I don't think so.

Ember winds up and HURLS Mjölnir at Devour…

THUD!

The mighty hammer comes to a cold stop, against  
Devour's claw.

Ember is shocked. She stretches out her own claw, trying to call  
Mjölnir back to her.

The hammer trembles in Devour's claw, like a mini game of tug-o-  
war. But ultimately Devour keeps possession.

**EMBER (CONT'D)  
**It's not possible.

**DEVOUR  
**Oh, princess… You have no idea what's  
possible.

CRACK!

DEVOUR SHATTERS EMBER'S HAMMER!

The blast of Mjölnir's destruction sends a wave of energy  
through Ember and Garble, who brace themselves against the  
impact.

Ember is stupefied. In shock. She looks up to see Devour is  
running her claws back over her head to create the terrifying  
battle headdress.

Garble's reaction is more panic. He stands and calls up…

**GARBLE  
**Bring us back!

**EMBER  
**No!

Devour CHARGES Ember and Garble as…

WHOOSH!

The Bilröst envelopes all of them…

* * *

**INT. BILRÖST – CONTINUOUS**

Ember and Garble ZOOM UPWARDS, held inside this celestial beam  
warping them towards Asgard. Garble and Ember look down to  
see…

Devour is in the Bilröst, behind them and CATCHING UP.

Garble turns and throws TWO DAGGERS at her. They find their  
mark, stalling her for a second. But she PLOWS RIGHT THROUGH  
Garble, KNOCKING HIM OUT OF THE BILRÖST.

Gone in an instant…

**EMBER  
**Garble!

Devour projects a jet black grappling hook and GRABS HOLD of  
Ember. Drawing her to her, preparing to finish her off. Ember  
pulls up her legs, and KICKS Devour with both of them. This  
effectively dislodges her from her grasp but also…

… KNOCKS EMBER OUT OF THE BILRÖST!

Now both, she and Garble are  
gone. If they aren't dead, only Celestia knows where they went.

* * *

**INT. THE OBSERVATORY – CONTINUOUS**

CLUMP has a grip on Shake's sword, manning Bilröst's  
controls. Behind him, FUME is overseeing Puff, who is  
mopping up the dragon guts.

BOOM!

Devour emerges with thunderous impact. Fume and  
Clump draw their weapons, preparing to engage.

**CLUMP  
**Who are you!? What have you done  
with Ember?

Devour fires TWO BLACK DAGGERS, each one dropping its target to  
the ground. Devour then walks forward and…

**DEVOUR  
**I'm Devour.

… BRUTALLY KILLS FUME AND CLUMP!

Devour sees Puff. Approaches calmly, a vision of death.

With Devour only a few feet from him, Puff cowers. Pause.

**PUFF  
**I'm just a janitor.

Puff ever-so-slightly peers up at her.

**DEVOUR  
**You look like a smart boy with good  
survival instincts. How would you  
like a job?

Devour looks out upon Asgard as Puff rises behind her.

* * *

**EXT. ASGARD – THE MOUNTAINS – SAME**

A mysterious HOODED FIGURE watches Devour's arrival at the  
Observatory and begins a steady descent towards the city.

* * *

**EXT. SAKAAR – THE WASTELAND SHORE – DAY**

SUPER WIDE. A sky full of WORMHOLES. Ember, only a spec at  
this distance, SHOOTS out of one of these wormholes. She HITS  
the surface, causing a CLOUD of dust.

Find Ember on her back surrounded by strange colorful space  
wreckage. Looking up, Ember sees a large metal object falling  
from a different wormhole! She rolls out of the way.

THUD!

Ember runs up a dune to get away from the shower of debris.

Ember reaches the top of the dune and finds herself looking  
down on A BEACH in a strange WASTELAND. Camera scans a filthy  
dune littered with SPACE JUNK.

Out across the OCEAN she notices A NIGHTMARE WORMHOLE. A  
giant open cylinder of whirling smoke and lightning storms.

A loud noise draws Ember's attention to a HUGE RECTANGULAR  
"SCRAPPER" SHIP hauling a crashed SPACE VESSEL out of the  
water. Beneath the ship are various SCRAPPERS, masked  
humanoids. The ship is BLASTING WEIRD ALIEN MUSIC.

A scrapper notices Ember, then signals to his crew.

**LEAD SCRAPPER  
**Are you a fighter or are you food?

**EMBER  
**I'm just passing through.

**LEAD SCRAPPER  
**It is food. On your knees.

Ember reaches out to summon Mjölnir. A reflex. Nothing.

The LEAD SCRAPPER levels a MAGNO-RIFLE at Ember and…

WHAP!

Asolid metal projectile KNOCKS Ember flat on his back. More  
scrappers attack, throwing nets and firing more projectiles.  
Ember tries to swat them away but they keep coming. The rest  
of the scrappers move in with iron bats and clubs.

WHOOSH!

A second ship arrives, landing nearby. It's cool,  
sleek, and dangerous, deserving of its name: "WARSONG". It is  
also BLASTING DIFFERENT WEIRD ALIEN MUSIC.

The FRONT of Warsong FLIPS OPEN and a GANGPLANK extends down  
to the ground. The scrappers stop and stare as we TRACK IN to  
a HERO REVEAL of SCRAPPER #142 (S142 for short). A beautiful  
and ruthless asskicker.

S142 lifts a half-empty bottle to her lips and CHUGS it. She  
finishes the bottle and smashes it on the side of her ship.

**SCRAPPER #142  
**She is MINE.

She walks down the gangplank… before veering off course and  
FALLING straight off into a pile of TRASH. She's PLASTERED.

The scrappers shrug and start hauling Ember away.

**SCRAPPER #142 (CONT'D)  
**Wait!

S142 staggers to her feet, takes a deep breath. She holds on  
to a piece of junk as support, some dead beast. Ember  
continues to struggle with his captors, tangled in nets.

**SCRAPPER #142 (CONT'D)  
**Wait! She's mine. So if you want  
her, you go through me.

The Scrappers start brandishing their weapons.

**SCRAPPER  
**But we've already got her.

S142 CLANGS her metal gauntlets together which activate.

**SCRAPPER #142  
**Alright then I guess I go through  
you.

**LEAD SCRAPPER  
**More food.

She holds out her fists as if she's operating machinery…

…Warsong WHIRS to life. S142 clenches her fists and we hear  
a horrible SCREECHING NOISE as Warsong OPENS FIRE.

She sweeps her arms out in an arc, the spray of gunfire  
lasting THREE SECONDS. She bangs her fists again, sending the  
ship into IDLE MODE. The scrappers are now little more than  
tiny pieces of litter covering the beach.

Ember is fixated on this beautiful murderer approaching. One  
final HUGE scrapper comes at her with a bat. S142 casually  
GRABS this scrapper and HURLS him up into the air behind her.

**EMBER  
**Thank you.

From her belt S142 FLICKS a small glowing disc which LODGES  
into Ember's NECK. Far in the background, the scrapper she  
threw finally HITS the ground with a loud THUD.

She holds up a fob device and presses the button. The disc  
blinks and Ember is filled with the pain of a thousand  
screaming squirrels. She hits the ground, stunned.

S142 DRAGS Ember towards her ship.

* * *

**INT. WARSONG SHIP – DAY**

Ember's face SMUSHED up against glass. Her eyes are open.

Ember's POV - THE CAPITAL - an eclectic city composed of  
salvaged items from all over the universe.

Ember is lying in a sort of small GLASS HOLDING CELL beneath  
Warsong's COCKPIT. She looks up to see S142 piloting the ship.

Ember's eyes lock in on her belt, specifically the fob device  
she used to activate the Obedience Disk and debilitate her.

**SCRAPPER #142  
**This is 'Scrapper #142'. I need  
clearance and an audience with the  
boss.

(looks Ember:)

I've got something special.

**EMBER  
**Hey! Where are you taking me?

S142 ignores him, takes a swig from the bottle, and then  
nonchalantly UNCLIPS the fob from her belt.

**EMBER (CONT'D)  
**Answer me! Hey! I am Ember, daughter of  
Torch. I need to get back to  
Asgard.

**SCRAPPER #142  
**Many apologies, your majesty.

S142 ZAPS her and guides her ship towards a COLOSSAL TOWER.

* * *

**EXT. OUTSKIRTS OF ASGARD – DAY**

CLOSE ON.

Devour, headdress retracted, hair down, her beautiful  
face fully visible. We do not see who she is talking to.

**DEVOUR  
**It's come to my attention that you  
don't know who I am.

REVEAL THE ARMIES OF ASGARD FACING DOWN DEVOUR.

MULTIPLE BATTLESHIPS SURROUND HER, WHILE HUNDREDS OF  
DRAGONS ARMED TO THE TEETH OBSERVES HER INTENTLY.

HEAVEN AND EARTH LOOK AT HER WITH SUSPICIOUS EYES…

Standing in front is VEX, sword and shield out.

**DEVOUR (CONT'D)  
**I am Devour, Torch's first born,  
Commander of the legions of Asgard,  
the rightful heir to the throne,  
and the Goddess of Death.  
(pause for effect:)  
My father is dead. As are the  
princes. You're welcome.  
(then:)  
We were once the seat of absolute  
power in the Cosmos. Our supremacy  
was unchallenged, yet Torch stopped  
at Nine Realms. Our destiny is to  
rule over all others. And I am  
here to restore that power. Kneel  
before me… and rise into the ranks  
of my great conquest.

THE E-GUARDS GET INTO ATTACK FORMATION. THE BATTLESHIPS  
BEGIN TO HAVE HER IN THEIR SIGHT.

THE GIANT WINGED DRAGONS READY THEIR FLARES AND THE  
TERRESTRIAL THEIR CLAWS.

**VEX  
**Whoever you are… whatever you've  
done… surrender now! Or we will

show you know mercy.

**DEVOUR  
**(offended:)  
Whoever I am?!  
Did you listen to a  
word I said?!

**VEX  
**This is your last warning!

**DEVOUR  
**… I thought you'd be happy to see me.

Devour forms her headdress of horns semicircles.

**DEVOUR (CONT'D)  
**Fine.

The Asgardian archers LOOSE DOZENS OF ARROWS, but…

… Devour advances confidently, DESTROYS the SHIPS and SOARS INTO  
THE EINHERJAR! In a symphony of spectacular terror, Devour  
proceeds to DECIMATE the entire regiment.

A tornado of carnage, a legendary massacre.

* * *

**EXT. BELOW THE OBSIDIAN BRIDGE – SAME**

While Devour slaughters up above, we tilt up from a boat,  
moored at the base of the Observatory, to see the mysterious  
figure from earlier is now SCALING the rocks towards the top.

* * *

**INT. THE OBSERVATORY – CONTINUOUS**

Now silhouetted in the entrance way, the figure scans the  
Observatory. His gaze falls on Bilröst's controls.  
Specifically Shakes's sword.

* * *

**EXT. OUTSKIRTS OF ASGARD – CONTINUOUS**

It's eerily quiet. CLOSE on Devour scanning the battlefield.  
100+ slain Einherjar at her feet.

ANGLE on Puff as he steps forward. Awe, admiration, fear…

**DEVOUR  
**Oh, I've missed this. Still, it's  
a shame. Good soldiers dying for  
nothing… all because they couldn't  
see the future. Sad…  
(then she sees:)  
Oh! Look, still alive.

Reveal Vex, severely injured but staggering to his feet,  
resilient.

**DEVOUR (CONT'D)  
**Change of heart?

Vex draws a dagger as a last ditch attack.

**VEX  
**Go back to whatever cave you crept  
out of you evil demoness!

Devour IMPALES Vex on a spike. She turns to Puff.

**DEVOUR  
**Let's go see my palace.

Puff stares at Vex before following Devour towards the  
palace.

* * *

**INT. DARK TUNNEL – DAY**

EMBER, strapped to the chair, suddenly finds herself slowly  
moving forward. After a beat…

… the walls LIGHT UP and a SOOTHING VOICE speaks to him.

**SOOTHING VOICE (V.O.)  
**Fear not, for you are found. You  
are home, and there is no going  
back. No one leaves this place.

Ember STRUGGLES against her restraints.

**SOOTHING VOICE (V.O.)  
**But what is this place? The answer,  
in SAKAAR.

The tunnel walls show images of Sakaar's place in the cosmos.

**SOOTHING VOICE (V.O.)  
**Surrounded by cosmic gateways,  
Sakaar lives on the edge of the  
known and unknown.

Images of the wormholes that cover Sakaar's atmosphere.

**SOOTHING VOICE (V.O.)  
**It is the collection point for all  
lost and unloved things. Like you.  
But here on Sakaar, you are  
significant. You are valuable.  
Here, you are loved.

**EMBER  
**What… the… hell?

**SOOTHING VOICE (V.O.)  
**And no one loves you more than the  
Grandmaster.

Images of the Grandmaster, in silhouette, arriving on Sakaar.

**SOOTHING VOICE (V.O.)  
**He is the original. The first  
lost, and the first found. The  
creator of Sakaar and the father of  
the Contest of Champions.

Images of the arena where aliens battle to the death.

**SOOTHING VOICE (V.O.)  
**Where once you were nothing, now  
you are something. You are the  
property of the Grandmaster.  
(then:)  
Congratulations! You will meet the  
Grandmaster in five seconds.

Images around the tunnel begin speeding up.

Chaos, violence, and confusion mixed in with  
Grandmaster's face.

Ember, already bewildered, looks on the verge of panic.

**SOOTHING VOICE (V.O.)  
**Prepare yourself. Prepare  
yourself. You are now meeting the  
Grandmaster.

Ember SCREAMS!

* * *

**INT. GRANDMASTER'S CHAMBERS – CONTINUOUS**

Suddenly Ember is somewhere else, surrounded weirdos and  
insanely dressed palace guards.

Her scream dies down self-consciously.

A musical beat PLAYS in the background.

THE GRANDMASTER, a tall mysterious earth pony in golden robes. He is  
looking right at us. He doesn't know what to make of us. He's  
curious, thrilled, revolted, and titillated.

Pulling back we see TOPAZ, his trusty guard, at his side. Two  
GOLDEN MARES loiter off to the side. Other strange guests  
can be seen in the background. Grandmaster just stares.

S142 stands beside Grandmaster. Finally…

**GRANDMASTER  
**She's wonderful.  
(then:)  
It is a she?

Reveal S142 standing beside Ember.

**SCRAPPER #142  
**It's a she.

**GRANDMASTER  
**Yeah. I love when you come to visit  
142, you bring me the best stuff.  
(to Topaz:)  
Whenever we get to talking, Topaz,  
about Scrapper #142… what do I  
always say? "She is the…" and it  
starts with a B.

**TOPAZ  
**Trash.

**GRANDMASTER  
**No, not trash. Were you waiting  
just to call her that? It doesn't  
start with a "B."

**TOPAZ  
**Booze hag.

**GRANDMASTER  
**I'm so sorry. No, "best". I was  
thinking about "best".  
(to S142:)  
Because I always say you're the  
best. She brought me my precious  
beloved Champion, you know.

**TOPAZ  
**You say that every time she's here.

**GRANDMASTER  
**What have you brought today? Tell  
me.

**SCRAPPER #142  
**A contender.

**EMBER  
**A what?

**GRANDMASTER  
**I need to go closer. I want a  
closer look at this. Can you take  
us closer? Thank you.

Grandmaster advances on Ember. Examining him closely and  
strangely. Then…

**GRANDMASTER (CONT'D)  
**Pay this filly.

**EMBER  
**Just wait a damn minute… I'm not  
for sale!

Using all his might, Ember breaks out of his shackles, but…

… S142 ZAPS her again. Paralyzed by superheated veins.

**GRANDMASTER  
**Horse. She is a fighter.

**SCRAPPER #142  
**I'd take 10 million.

**TOPAZ  
**Tell her she's dreaming.

**GRANDMASTER  
**For heaven's sake, transfer the  
units.

Topaz transfers S142 the units. Without sympathy or ceremony,  
S142 exits.

**EMBER  
**(still tensed:)  
You'll pay for this!

**SCRAPPER #142  
**No, I got paid for this.

Ember claws at the obedience disk, trying to RIP IT OUT.

She gets some separation from her skin, but the disk is  
causing her even more pain. Ember eventually has to let go.  
Grandmaster holds up HIS OWN fob device and uses it like a  
wand to guide Ember's HOVER CHAIR, which follows Grandmaster  
around as he speaks.

**GRANDMASTER  
**Here's what I wanna know. Who are  
you?

**EMBER  
**I am the Goddess of THUNDER!

Ember THRUSTS her arms into the air but only a tiny bit of  
static electricity POPS within Ember's claws.

**GRANDMASTER  
**Wow. I didn't hear any thunder,  
but out of your fingers, was that  
like… sparkles?

**TOPAZ  
**We located your cousin.

**GRANDMASTER  
**Oh good!  
(to Ember:)  
Yeah, come on. I think you're gonna  
like this.

Grandmaster moves Ember's chair to another section where…

… COUSIN CARROT is waiting. He's strapped to a chair like  
Ember, and he is terrified.

**GRANDMASTER (CONT'D)  
**There he is. Hey, Cuz. We almost  
couldn't find you. What, have you  
been hiding?

Cousin Carrot looks at Ember, cowering in fear.

**EMBER  
**Hi.

Carrot only further weeps.

**GRANDMASTER  
**So…

**COUSIN CARROT  
**Please. I'm sorry.

**GRANDMASTER  
**Carrot… I pardon you.

**COUSIN CARROT  
**Oh, thank you! Thank you…

**GRANDMASTER  
**You're officially pardoned… from this  
life.

Grandmaster casually takes Topaz's Sakaarian Guard staff and  
JABS it into his cousin's mid-section…

… CAUSING ALL OF HIS FLESH TO MELT OFF HIS SKELETON!

Carrot SHRIEKS IN PAIN before his vocal cords melt. Ember  
looks on, in shock.

**EMBER  
**Oh, my gosh!

Liquid Carrot spreads towards Grandmaster.

**GRANDMASTER  
**I'm stepping in it. I'm stepping  
in it. Look out!

**EMBER  
**(repulsed:)  
Oh, the smell.

**GRANDMASTER  
**What does it smell like?

**TOPAZ  
**Burnt toast.

**GRANDMASTER  
**What happened to my manners? I  
haven't properly introduced myself.  
Come on. Follow me.

Grandmaster gives Topaz back her staff.

Grandmaster and Ember arrive at a space where A GROUP OF  
MUSICIANS PLAY STRANGE INSTRUMENTS (the source of the music  
thus far). Grandmaster joins them, still speaking to Ember.

Grandmaster begins PLAYING a strange piano-like contraption,  
riffing a melody over the existing music.

**GRANDMASTER (CONT'D)  
**My name is Grandmaster. I preside  
over a little harlequinade called  
the Contest of Champions. People  
come from far and wide to  
unwillingly participate in it. And  
you, my friend, might just be part  
of the new cast. What do you say  
to that?

**EMBER  
**We're not friends, and I don't give  
a shit about your games! I'm going  
back to Asgard!

**GRANDMASTER  
**(amused:)  
Ass-gard?  
(then:)  
One, two, three, four.

Grandmaster really gets into his PLAYING. Grandmaster's  
guards and VIP guests start MOVING TO THE MUSIC.

Ember takes a moment to look around at this bizarre spectacle  
unfolding around her. In doing so, she zeroes in on one  
particular group of VIPS, specifically…

… GARBLE! He's lounging and dressed in Sakaarian garb.

**GARBLE  
**There was a wormhole in space and  
time beneath me. At that moment, I  
let go…

**EMBER  
**Garble!? Garble! Over here!

Garble notices Ember. Blanches a little. Sidles closer so as  
to speak to Ember without looking like he's speaking to Ember.

**GARBLE  
**Excuse me one second.

**EMBER  
**Garble!

Garble hustles over to Ember, SHUSHING her.

**GARBLE  
**What? You're alive?

**EMBER  
**Yes, of course I'm alive.

**GARBLE  
**What are you doing here?

**EMBER  
**What do you mean, what am I doing?  
I'm stuck in this stupid chair.  
Where's your chair?

**GARBLE  
**I didn't get a chair.

**EMBER  
**Get me out of this one.

**GARBLE  
**I can't.

**EMBER  
**What?

**GARBLE  
**I've made friends with this pony.  
He's called the Grandmaster.

**EMBER  
**Oh, he's crazy!

**GARBLE  
**I've gained his favor… The Bilröst  
brought me out here weeks ago.

**EMBER  
**Weeks ago? I just got here.

Suddenly Grandmaster is right next to them.

**GRANDMASTER  
**What are you whispering about?

Both Ember and Garble react, startled.

**GRANDMASTER (CONT'D)  
**Time works real different around  
these parts. On any other world, I'd be like,  
millions of years old. But here on  
Sakaar…

Grandmaster beholds himself. Then turns to Garble. A truly  
uncomfortable silence.

**GRANDMASTER (CONT'D)  
**In any case, you know this… You  
call yourself Princess of Thunder?

**EMBER  
**Goddess of Thunder. Tell him.

**GARBLE  
**I've never met this dragon in my life.

**EMBER  
**He's my brother.

**GARBLE  
**Adopted.

**GRANDMASTER  
**Is she any kind of a fighter?

Garble shrugs, gives the universal gesture for "so-so."

**EMBER  
**You take this thing out of my neck  
and I'll show you.

**GRANDMASTER  
**Now listen to that. She's  
threatening me. Hey, Sparkles,  
here's the deal. If you wanna get  
back to Ass-place, Assberg…

**EMBER  
**Asgard.

**GRANDMASTER  
**Any contender who defeats my  
champion, their freedom they shall  
win.

**EMBER  
**Fine. Then point me in the  
direction of whoever's ass I have  
to kick.

**GRANDMASTER  
**That's what I call, a contender!  
Direction would be this way, Princess.

**EMBER  
**Garble!

Guards arrive. They haul Ember up and escort her out.

* * *

**INT. THE ARENA – GLADIATOR CELLS – NIGHT**

Ember is shoved into a spacious cell where other alien  
prisoners are lurking in the back.

The thick cell door SLAMS SHUT behind Ember. Ember gets up and  
immediately begins THROWING his shoulder into the door. The  
door doesn't budge, not even a little.

Behind him, KORG, a hulking Kronan rock alien, speaks up.

**KORG  
**Hey! Take it easy man!  
(Ember looks back:)  
Over here. The pile of rocks  
waving at you. Yeah I'm actually a  
thing, I'm a being. Allow me to  
introduce myself, my name is Korg.  
I'm kind of like the leader in  
here. I'm made of rocks, as you  
can see, but don't let that  
intimidate you. You don't need to  
be afraid unless you're made of  
scissors.  
(GIGGLES to himself:)  
Just a little rock-paper-scissor  
joke for you. This is my very good  
friend over here, Miek. He's an  
insect and has knives for hands.

MIEK, a slug alien inside a robot exoskeleton, says hello by  
doing some karate moves.

**EMBER  
**You're a kronan, aren't you?

**KORG  
**That I am.

**EMBER  
**How'd you end up in here?

**KORG  
**Well, I tried to start a revolution  
but didn't print enough pamphlets,  
so hardly anyone turned up.  
Except for my mom and her  
boyfriend, who I hate. As  
punishment, I was forced to be in  
here and become a gladiator. Bit  
of a promotional disaster.  
(secretive:)  
But I'm actually organizing another  
revolution. I don't know if you'd  
be interested in something like  
that. Do you reckon you'd be  
interested?

Ember tries to run ahead down the circle and loops back around  
behind Korg.

**EMBER  
**How did you…

**KORG  
**Yeah, no. This whole thing is a  
circle. But not a real circle,  
more like a freaky circle.

**EMBER  
**This doesn't make any sense.

**KORG  
**No, nothing makes sense here. The  
only thing that does make sense, is  
that nothing makes sense.

**EMBER  
**Has anyone here fought the  
Grandmaster's Champion?

**KORG  
**Doug has. Doug!  
(realizes:)  
Oh, right, Doug's dead. That's  
right. Everyone who fights the  
Grandmaster's champion perishes.

**EMBER  
**What about you? You're made of  
rocks.

**KORG  
**Perishable rocks.  
(a pebble FALLS OFF:)  
There you go. Another one gone.  
Yeah, no, I just do the smaller  
fights, warm up the crowd and  
whatnot. Wait. You're not gonna  
face him, are you?

**EMBER  
**Yes, I am. Fight him, win, and get  
the hell out of this place.

**KORG  
**That's exactly what Doug used to  
say. See you later, new Doug.

Korg walks away and approaches Miek.

* * *

**EXT. ASGARD – STREETS – SUNSET**

The streets of Asgard are cold and silent, save for the  
occasional distant sounds and screams of a city under siege.

* * *

**INT. THRONE ROOM – CONTINUOUS**

Moving down the throne room corridor we see…

…SEVERAL DEAD EINHERJAR GUARDS.

One guy is still alive, desperately trying to crawl away…

SHLNK!

A black blade finishes him off.

Reveal DEVOUR and PUFF looking down at the carnage.

Devour directs her attention to FRESCOS ON THE CEILING. Like  
the Sistine Chapel, except these depict Asgard's shining  
influence on the Nine Realms. Bountiful harvests, shepherds  
with full flocks, common folk throwing parades for Asgard's  
army, etc.

**DEVOUR  
**Does no one remember me?  
(awaiting an answer from nobody:)  
Has no one been taught our history?  
Look at these lies.  
Goblets and garden parties?  
Peace treaties?

Devour leads them towards the throne.

**DEVOUR (CONT'D)  
**Torch… proud to have it… ashamed  
of how he got it.

Devour FIRES SPIKES into the ceiling, RIPPING DOWN plaster.

Beneath the surface are older Frescos. These ones are far  
more dark and sinister.

Soldiers in battle. Blood. A giant war dragonwolf. Young Torch  
and young Devour. Slaves building the palace.

Puff is at least somewhat disturbed by this.

**DEVOUR (CONT'D)  
**We were unstoppable. I was his  
weapon in the conquest that built  
Asgard's empire. One by one, the  
realms became ours.

Devour turns from the murals to address Puff.

**DEVOUR (CONT'D)  
**But then, simply because my  
ambition outgrew his… he banished  
me, caged me, locked me away like  
an animal. Before that, Asgard's  
warriors were honored, their bodies  
buried as heroes beneath this very  
place.

Devour beckons Puff to follow her.

* * *

**INT. TORCH'S VAULT – CONTINUOUS**

Devour enters the vault and descends the stairs towards the  
magical items.

**PUFF  
**Torch's treasures.

PUFF follows her. Devour walks towards the Infinity Gauntlet.

**DEVOUR  
**Fake.

Devour KNOCKS the gauntlet off its pedestal.

**DEVOUR (CONT'D)  
**Most of the treasures in here is fake.

Next: The Casket of Ancient Winter.

**DEVOUR (CONT'D)  
**Or weak.

Next: Surtr's skull.

**DEVOUR (CONT'D)  
**Smaller than I thought it would be.

Next: The Tesseract.

She hesitates.

**DEVOUR (CONT'D)  
**That's not bad?  
(notices:)  
But this… The Eternal Flame.

THE ETERNAL FLAME flickers in its chalice.

Devour DIGS HER CLAW INTO THE ETERNAL FLAME. She pulls her  
claw out now cupping GREEN FIRE, like a torch.

Devour approaches a large circular RUNE ETCHING on the floor.

Devour manifests a huge CLAW HAMMER. She SMASHES THROUGH THE  
RUNES ON THE FLOOR, creating a gaping chasm.

She looks at Puff.

**DEVOUR (CONT'D)  
**Want to see what true power looks  
like?

Devour looks down into the darkness below.

With her claw aflame, Devour JUMPS down into the chasm!

* * *

**INT. HIDDEN ASGARDIAN CATACOMBS – DAY**

Devour LANDS like a bad ass.

Dust settles. The light of Devour's claw torch reveals a stone  
crypt. An ornate burial place for the heroes of Old Asgard.

We can see countless rotted skeletons in badass ancient  
Asgardian armor. Devour's regiment.

Among them, A MASSIVE DRAGONWOLF'S SKELETON. TERRIFYING AND  
MONSTROUS, COLOSSAL CHAINS AROUND THE BONES OF ITS PAWS.

FENRIR.

Devour approaches Fenrir's skeleton.

**DEVOUR  
**Fenrir. My darling, what have they  
done to you?

She lifts her flaming claw above her head. She slams her claw  
into the ground.

**DEVOUR (CONT'D)  
**With the Eternal Flame, you are  
reborn!

The fire spreads out, covering Fenrir and Devour's old army. As the  
fire covers the skeletons, they SHUDDER TO LIFE.

**DEVOUR (CONT'D)  
**I've missed you. I've missed you  
all.

DEVOUR'S BUTCHERS, rise up before their commander.

ABOVE. Puff looks down, worried.

BELOW. A sinister light returns to Fenrir's eyes as he  
stands proudly before his master, allowing her to pet the fur  
of his terrifying face.

* * *

**INT. THE ARENA – GLADIATOR CELLS – NIGHT**

Ember sits against the wall. Quietly praying.

**EMBER  
**Torch… I bid you take your place in  
the halls of Elysium…  
(then:)  
Where the brave shall live forever.  
Nor shall we mourn but rejoice…

**EMBER (CONT'D)/GARBLE (O.S.)  
**… for those that have died the  
glorious death.

Reveal Garble standing across the cell. Ember gives him a hard  
look.

**GARBLE (CONT'D)  
**It hurts, doesn't it? Being lied  
to. Being told you're one thing and  
then learning it's all a fiction.

Ember picks up some stones that have fallen from Korg's leg  
and casually starts throwing them through Garble's illusion.

**GARBLE (CONT'D)  
**You didn't think I'd really come  
and see you, did you? This place  
is disgusting.

Ember throws another stone through Garble.

**GARBLE (CONT'D)  
**Does this mean you don't want my  
help?

Ember throws another stone through Garble.

**GARBLE (CONT'D)  
**Look, I couldn't jeopardize my  
position with Grandmaster, it took  
me time to win his trust. He's a  
lunatic, but he can be amenable.

Ember throws another stone through Garble. Disinterested.

**GARBLE (CONT'D)  
**What I'm telling you is, you could  
join me at the Grandmaster's side.  
Perhaps, in time, an accident  
befalls the Grandmaster, and  
then…

Garble gestures: "We take over".

Ember throws another stone through Garble. Bored.

**GARBLE (CONT'D)  
**You're not seriously thinking of  
going back, are you? Our sister  
destroyed your hammer like a piece  
of glass. She's stronger than both  
of us. She's stronger than you.  
You don't stand a chance. Do you  
understand what I'm saying to you?

Ember just scowls.

**GARBLE (CONT'D)  
**Fine. I guess I'll just have to go  
it alone. Like I've always done.  
(Ember smirks:)  
Would you say something?

Now out of stones, Ember looks around the floor for more.

**GARBLE (CONT'D)  
**Say something!

Ember finally looks right at Garble, speaks fast and curt:

**EMBER  
**What would you like me to say? You  
faked your own death, you stole the  
throne, stripped Torch of his power,  
stranded him on Earth…  
(on Garble:)  
… to die, releasing the Goddess of  
Death.  
(back to Ember:)  
Have I said enough, or do you do  
you want me to go further back than  
the past two days?

Garble's eyes burn. Ember stares coldly at him. Garble tries to  
compose himself.

**GARBLE  
**You know, I haven't seen this  
Beloved Champion he talks of, but  
I've heard he's astonishingly  
savage. I've placed a large wager  
against you tomorrow. Don't let me  
down.

Garble SHIMMERS, and his illusion vanishes. Korg runs in to  
try to kick him.

**KORG  
**Piss off, ghost!  
(then:)  
He's freaking gone.

* * *

**INT. THE ARENA – RECEIVING AREA**

Ember, Korg, and a gaggle of other prisoners/fighters have  
been led from their cells to a PRE-FIGHT HOLDING AREA.

Korg and Ember are by the weapons rack.

**KORG  
**Yuck! There's still someone's hair  
and blood all over this. Guys, can  
you clean up the weapons once you  
finish your fight? Disgusting  
slobs.  
(then:)  
Ember… wanna use a big wooden fork?

**EMBER  
**No.

**KORG  
**Yeah, not really useful unless  
you're fighting off three vampires  
that were huddled together.

**EMBER  
**I really wish I had my hammer.

**KORG  
**Hammer?

**EMBER  
**Quite unique. It was made from  
this special metal from the heart  
of a dying star. And when I spun  
it really, really fast it gave me  
the ability to fly.

**KORG  
**You rode a hammer?

**EMBER  
**No, I didn't ride the hammer.

**KORG  
**The hammer rode you on your back?

**EMBER  
**No. I used to spin it really fast,  
and it would pull me off the…

**KORG  
**Oh, my gosh. The hammer pulled you  
off?

**EMBER  
**The ground. It would pull me off  
the ground, up into the air, and I  
would fly. Every time I threw it,  
it would always come back to me.

**KORG  
**Sounds like you had a pretty  
special and intimate relationship  
wiht this hammer and that losing it  
was almost comparable to losing a  
loved one.

**EMBER  
**That's a nice way of putting it.

Ember spots S142 dealing at the bar. She's once again eyeing  
the fob device clipped to her belt. Scowls.

**SCRAPPER #142  
**… I said they're mine.

**EMBER  
**See her, the one that put me in  
here.

**KORG  
**Yeah, Scrapper #142. She's strong.  
And she drinks a lot.  
Gotta watch out for those  
Asgardians, dude. They are hard to  
perish.

**EMBER  
**Asgardian?

Ember breaks away from the line and runs to S142.

**EMBER (CONT'D)  
**Hey! Hey!

S142 holds up the fob.

**EMBER (CONT'D)  
**Do not zap me with that thing! I  
just wanna talk… Asgard is in  
danger.

Ember then notices a series of PATTERNED SCARS, or BRANDS, on  
her forearms. It's a moment of recognition and disbelief.

**EMBER (CONT'D)  
**My gosh… You're a valkyrie! I always  
wanna be a valkyrie when I was  
younger… But my father didn't leave me.  
He said he personally would train me.  
A bad trick if you ask me…  
I always sneaked to watch their training  
sessions. Their bodies sweaty and full  
of muscle fiber, colliding with each other…  
But not in that sense!  
There's nothing wrong with those  
relationships between females, of  
course. But I love males. Sometimes a  
little too much…  
Not in a creepy way!

An uncomfortable silence forms between them.

**SCRAPPER #142  
**Are you done?

**WARDEN (O.S.)  
**Princess of Thunder, you're up.

**EMBER  
**Please, help me. I need your help.

**SCRAPPER #142  
**Bye.

**EMBER  
**Fine, then you must be a traitor or  
a coward because the valkyries are  
sworn to protect the throne.

S142 finally turns her attention to Ember, intense.

**SCRAPPER #142  
**Listen closely, your majesty. This  
is Sakaar, not Asgard. And I'm a  
scrapper, not a valkyrie.

Guards swarm Ember, dragging her back

**WARDEN (O.S.)  
**Bring her in for processing!

**SMOLDER  
**And no one escapes this place. So  
you're gonna die anyway.

Despite her denial, Ember has clearly hit a nerve. And from  
now on we will refer to Scrapper #142 as SMOLDER.

Smolder takes her booze and walks away. Ember is dragged  
away, passing Korg and the other prisoners.

* * *

**INT. PROCESSING ROOM – DAY**

Ember is strapped to a chair. Reveal a weird donkey BARBER  
(Cranky Doodle Donkey cameo) holding up some rusty shears.

**CRANKY DOODLE DONKEY  
**Now, don't you move. My hooves  
ain't as steady as they used to be.

**EMBER  
**By Torch's horns, you shall not cut  
my scales… lest you feel the wrath  
of the mighty Ember…

Barber activates a menacing CUTTING TOOL. Ember freaks out.

**EMBER (CONT'D)  
**Please. Please, kind sir, do not  
cut my scales! No!  
NO!

* * *

**INT. THE ARENA – NIGHT**

Hundreds of thousands of spectators packed into the stadium  
seats. Dozens of starships are parked above the arena.

Find THE GRANDMASTER'S LUXURY SUITE, a VIP box attached to  
the fighting area. The Golden Ladies are in attendance.

Garble lounges in the suite, taking wagers on the fight card.

Grandmaster walks out into the center of the arena. Suddenly…

… THE GRANDMASTER GROWS TO 60-FEET TALL! This enlarged  
projection of Grandmaster addresses the audience.

**GRANDMASTER  
**Wow! Look at all of you. What a  
show, WHAT-A-NIGHT! Who's having  
fun? Please, I'm your host. Big  
round of applause for all of our  
undercard competitors… who died  
so gruesomely. Good sports. What a  
show! What a night! This is what  
you've come for and so have I.  
(applause:)  
And now, without further ado…  
it's main event time!  
(INSANE APPLAUSE:)  
Making his first appearance, though  
he looks quite promising, got a  
couple of tricks up his sleeve.  
I'll say no more, see what you  
think. Fillies and gentlecolts…  
(LAUGHTER from the crowd:)  
I give to you… Princess of Thunder!

Enter Ember. Gladiator Ember. Shaved scales, trimmed horns,  
minimalist armor, covered in weapons. Two swords on her  
back, giant mace in one claw, spiked shield in the other.

**GRANDMASTER (CONT'D)  
**Watch out for her fingers. They  
make sparks.

Ember looks up at the throngs of SCREAMING FANS. And then…

… puts on her helmet. A badass gladiator variation of her  
classic winged helm. Ember is ready to rumble.

ABOVE: Find Smolder in her Warsong ship, parked amongst the  
other tailgaters. She POPS open a bottle of booze. Drinks.

**GRANDMASTER (CONT'D)  
**Okay, this is it. Let's get ready  
to welcome this guy. Here he comes.  
He is a creature. What can we say  
about him? Well, he's unique.  
There's none like him. I feel a  
special connection with him.

Suddenly the floor beneath Ember's feet LOWERS. A slow,  
tension-building GRIND as she sees…

… A DOOR across the arena. Bigger and bigger.

The entire crowd is on its feet. Palpable anticipation. The  
spotlights change to bright stadium lights.

**GRANDMASTER (CONT'D)  
**He's undefeated. HE'S THE  
REIGNING… HE'S THE DEFENDING…  
Fillies and gentlecolts… I give  
you…

KA-BOOM!

EXPLTORCHG through a door is the Champion…

… THE UNSTOPPABLE SPIKE!

He wears an armored shoulder guard  
and a spartan helmet. He carries a warhammer in one claw and  
a battleaxe in the other. Spike POUNDS his chest and ROARS,  
further energizing an already frenzied crowd.

Meanwhile, the sight of Spike makes Ember's arms drop to his  
sides along with his jaw dropping to the ground. And then…

Ember LAUGHS her ass off. Like, "That's my buddy over there!"

**EMBER  
**Yes!

IN THE VIP BOX. Garble goes ghost white. Traumatic memories of  
being Spike-smashed flood his brain. Gone is all his joy.

**GARBLE  
**I have to get off this planet.

Garble tries to exit, but the Grandmaster stops him.

**GRANDMASTER  
**Hey, hey, hey! Where are you going?

Grandmaster plops Garble down in the front row, right against  
the glass. Garble casually tries to hide his face in his claw.

IN THE ARENA…

**EMBER  
**Hey! We know each other. He's a  
friend from work.  
(to Spike:)  
Where have you been? Everybody  
thought you were dead. So much has  
happened since I last saw you. I  
lost my hammer. Like, yesterday,  
so that's still pretty fresh.  
(then:)  
Garble! Garble's alive. Can you  
believe it? He's up there.  
(waves to Garble:)  
Garble! Look who it is!

Garble is petrified.

**EMBER (CONT'D)  
**Spike, I never thought I would say  
this, but I'm happy to see you.

IN THE ARENA: Spike is still eyeballing Ember while the  
capacity crowd CHANTS insanely for "SPIKE! SPIKE! SPIKE!"

**EMBER (CONT'D)  
**Spike… Hey, Sparkle!

Spike's face grimaces and contorts, suppressing puny Spike.

**SPIKE  
**NO SPARKLE! ONLY SPIKE!

Spike CHARGES at Ember. Insanely fast.

**EMBER  
**What are you doing? It's me.

Ember DODGES the first few attacks, but then Spike SHATTERS his  
shield and sends Ember FLYING.

Ember draws a sword and STABS it into the ground to slow his  
momentum. Draws the other sword and faces off against Spike.

**EMBER (CONT'D)  
**Spike, we're friends. This is  
crazy. I don't want to hurt you!

They engage again. Spike KICKS Ember, sending her SLAMMING  
into the wall.

**GRANDMASTER  
**Here we go.

Ember jumps down just in time to avoid Spike's warhammer, which  
HITS so hard that it remains lodged in the wall.

With Spike charging again, Ember RIPS the warhammer out of the  
wall and WALLOPS Spike with it.

Spike goes CRASHING alongside the arena. He ends up sprawled  
out in a pile of rubble, slightly dazed.

**GRANDMASTER (CONT'D)  
**What?

ABOVE: Smolder is watching through a set of high-tech  
binoculars. She reacts to Ember, reluctantly impressed.

Ember advances on Spike with all the swagger. She takes off his  
helmet and CALLS OUT to Spike, provoking him.

**EMBER  
**Hey, big guy. The sun's getting  
real low.

Spike takes off his helmet. Scowling. Teeth GRINDING.

**EMBER (CONT'D)  
**That's it. The sun's going down.  
I won't hurt you anymore. No one  
will.

WHOOSH! Ember is suddenly dragged out of frame. Spike has  
Ember by the leg and is WHIPPING him against the arena floor.  
Over and over and over again.

IN THE VIP BOX: Garble's whole mood shifts. The joy returns to  
his face, like "Everything will be alright!" Garble LAUGHS.

**GARBLE  
**Yes! That's how it feels!  
(to Grandmaster:)  
I'm just a huge fan of the sport.

Ember is SMASHED into the floor face first.

Spike ROARS and RUSHES Ember with his axe.

**EMBER  
**All right. Screw it.

CLANG! CLANG! CLANG!

The giant weapons CLASH! Now Ember and Spike are  
fighting warhammer versus battleaxe…

… and Ember is winning! She's getting the better of these  
exchanges, using Spike's aggression against him. Ember  
continually KNOCKS and/or TRIPS Spike off his feet while  
evading all of Spike's best attacks.

**EMBER (CONT'D)  
**I know you're in there, Spike.  
I'll get you out!

One particular vicious blow DISARMS Spike, and Ember BREAKS  
Spike's axe with the warhammer. Ember then BASHES Spike in the  
chest, KNOCKING him to the ground.

**EMBER (CONT'D)  
**What's the matter with you? You're  
embarrassing me! I told them we  
were friends!

GROWLING, Spike stands up and HITS Ember with a straight jab  
that sends Ember TUMBLING across the arena. Spike immediately  
LEAPS after him and LANDS ON Ember!

Spike is now on top of Ember as they slide across the arena,  
just PUMMELING her with punches. Left-right-left-right.  
Ember's head snaps back and forth.

PUM!

PUM!

PUM!

PUM!

PUM!

In the carnage, Ember sees VISIONS OF TORCH. Then…

… her eyes GLOW WHITE WITH ELECTRICITY. Like an instinctual  
defense mechanism, Ember suddenly KNOCKS SPIKE BACK WITH A  
BURST OF LIGHTNING!

Seething with electricity, Ember springs to her feet and then  
BLASTS SPIKE WITH A MASSIVE LIGHTNING PUNCH! Spike is LAUNCHED  
BACKWARDS and Ember hits the ground HARD.

**CROWD  
**Thunder! Thunder! Thunder!

**KORG  
**Thunder! Thunder! Thunder!

The crowd gets hushed. They've never seen this before.

IN THE VIP BOX: Grandmaster is pissed. Garble is amazed.

Spike and Ember stagger to their feet. Ember looks at herself,  
a little surprised. There are still small charges of  
lightning CRACKLING through his veins.

Meanwhile, Spike RUMBLES towards Ember and they're at it again,  
close-quarters boxing. Ember is winning the exchanges,  
landing BRUTAL PUNCHES to Spike's body. And then suddenly…

BZZZ! The Grandmaster ZAPS him with the Obedience Disk fob!  
Ember drops, totally caught off guard!

Spike plants his feet and JUMPS! He ZOOMS UP, rocketing out  
of the arena, up-up-up into the sky! At the apex of his jump  
Spike clenches his fist and begins a missile-like descent.

Smolder sees this from her ship and decides to take off, like  
"This fight is over, time to beat traffic."

**KORG (CONT'D)  
**Another day, another Doug.

Down below, Ember groggily turns over. She does so just in  
time to see Spike coming at him like an atom bomb!

No time to avoid it. KA-BOOM! Right before impact Ember's  
eyes go lightning white. Spike HITS Ember like a meteor.

The impact knocks Ember unconscious and we CUT TO BLACK.

Linger on darkness for a few beats… and then…

* * *

**INT. THRONE ROOM – SUNSET**

Devour sits on the throne trying to get comfortable, headdress  
& cowl off. Puff stands at the foot of the throne.

**DEVOUR  
**What is that noise?

**PUFF  
**The common folk aren't exactly  
falling in line. There's a  
resistance trying to knock down the  
front gates.

Devour sends her BUTCHER TROOPS to deal with it.

**DEVOUR  
**Tell me about yourself, Puff.

**PUFF  
**Well, me dad was a stonemason, me  
mum was…

**DEVOUR  
**(interrupts:)  
I'll just stop you there. What I  
meant was what is your ambition?

**PUFF  
**I just want a chance to prove  
myself.

**DEVOUR  
**Recognition…  
(then:)  
When I was young every great Lord  
had an executioner. Not just to  
execute people, but also to execute  
their vision. But mainly to  
execute people. Still a great  
honor.  
(beat:)  
I was Torch's executioner.

Devour holds out her claw and uses her powers to FORM A DOUBLE-  
SIDED OBSIDIAN AXE, which she offers to Puff.

**DEVOUR (CONT'D)  
**And you will be my executioner.  
Let's begin our conquest.

* * *

**EXT. OBSIDIAN BRIDGE – DAY**

Devour and Puff arrive at the Observatory, army in tow.

**DEVOUR  
**Puff… where's the sword?

Reveal that the Bilröst sword is missing.

**DEVOUR (CONT'D)  
**That sword is the key to opening  
the Bilröst.

Devour thinks, seething.

**DEVOUR (CONT'D)  
**These people you mentioned, the  
ones who aren't falling into line.  
Round them up.

* * *

**EXT. ASGARD – MOUNTAIN CREEK – DAY**

SPLASH! Boots running across the shallow water. We meet a  
family of refugees from the city. FATHER, MOTHER, SON (14),  
and young daughter (8). They're RUNNING FOR THEIR LIVES.

Hot on their heels are a pair of Devour's sinister Butchers,  
hunting like a pack of wolves.

After scrambling through a grove of trees the family make  
their way through a narrow pass. The Butchers are hot on  
their heels, their growls getting louder behind them when…

BAM!

The son runs right into a tall, immovable object…

SHAKES! No regal armor, no golden helm. This Shakes has dozens  
of torn and aged scales, and is wrapped in a charred cloak. The rest of the family  
arrive, desperation.

**SHAKES  
**Excuse me.

In one swift motion Shakes draws the BILRÖST SWORD, steps  
forward and SLASHES through the Butchers, ending them.

He then turns to the family, gestures for them to follow him.

**SHAKES (CONT'D)  
**Sorry about that. These bloody  
things are everywhere. Come on.

* * *

**EXT. ASGARD – MOUNTAIN RAVINE – DAY**

Shakes approaches the steep face of the mountain. Carved  
into the rock is YGGDRASIL, the world tree. Shakes kneels,  
whispers a few words under his breath, and…

A HUGE SECTION OF THE MOUNTAIN FACE  
VANISHES IN A SHIMMERING ILLUSION!

* * *

**INT. STRONGHOLD – DAY**

It's busy with activity - hundreds of Asgardians who fled the  
city after Devour's invasion are living here. Men, women, and  
children. Strong and weak, young and old.

Shakes turns to the family, even manages a smile.

**SHAKES  
**You'll be safe here.

They enter the stronghold. As the doors SHUT we go to…

* * *

**INT. SPIKE'S WARRIOR SUITE – DAY**

Ember's eyes POP OPEN. She's lying in a heap on the ground,  
still dirty, bruised, and beat up.

Ember is being tended to by TWO SAKAARIAN GLADIATOR NURSES who  
are swabbing her wounds. This freaks her out, which results  
in startled thrashing. That freaks out the two gladiator  
nurses, which results in them RUNNING AWAY.

Ember starts to get up, but then winces. She moves slowly.

She's in a GIANT ROOM with stark graphic patterns on the  
walls. With a few achy grimaces, Ember stands up and wanders  
around. There's furniture, large cushions, and a sleeping  
area enclosed by the SKULL of a giant beast.

NOISE behind her. Ember follows the noise to find…

Spike having eased himself into a large steaming JACUZZI. Ember  
looks at him quizzically. Spike isn't angry. He's RELAXED,  
but he's not turning into the other Spike.

**EMBER  
**Are we cool?

Spike grunts. I guess so.

**EMBER (CONT'D)  
**It's Spike in a hot tub.  
(then:)  
How long have you been like that?

**SPIKE  
**Like what?

**EMBER  
**Like this. Big, green… stupid.

**SPIKE  
**Spike always Spike.

Ember takes this in, and then walks over to a window that  
looks out across the city. Does some spatial math, realizes:  
Ember looks back out the window.

She sees a ramshackle SPACESHIP taking off and ROCKETING  
skyward. Higher and higher, it's going for a wormhole when…

BOOM!

One of Grandmaster's Palace Patrol ships, more modern  
and heavy duty, BLOWS it out of the sky.

On Ember, wheels turning. She turns to Spike.

**EMBER  
**How'd you get here?

**SPIKE  
**Winning.

**EMBER**

You mean cheating?  
(re: Obedience Disk)  
Were they wearing one of these when  
you won? How'd you arrive here?

**SPIKE  
**Quinjet.

Spike mimes a plane landing in the water.

**EMBER  
**Yes. Where is the Quinjet now?

Spike stands up, and exits the hot tub, naked.

**EMBER (CONT'D)  
**That's naked. He's very naked.  
It's in my brain now.

Spike points out the window.

**SPIKE  
**Quinjet.

Ember sees the Quinjet in a massive alien junkyard.

**EMBER  
**Yes! I'm getting us out of here.  
This is a terrible, awful place.  
You're gonna love Asgard. It's  
big. It's rocky. Hot.

Spike sits on his bed, eating a pumpkin.

**SPIKE  
**Spike stay.

**EMBER  
**Oh no, no, no. My people need me to  
get back to Asgard. We must  
prevent Ragnarök.

**SPIKE  
**Rag-na-ruh?

**EMBER  
**The prophesied death of my home  
world, the end of days, it's the  
end of…  
(Spike's blank stare:)  
If you help me get back to Asgard,  
I can help you get back to Equestria.

Spike immediately frowns.

**SPIKE  
**Equestria hate Spike.

**EMBER  
**Equestria loves Spike. They love you.  
You're of the Avengers. One of the  
team, one of our friends. This is  
what friends do. They support each  
other.

**SPIKE  
**You're Sparkle's friend.

**EMBER  
**I'm not Sparkle's friend. I prefer  
you.

**SPIKE  
**Sparkle's friend.

**EMBER  
**I don't even like Sparkle.  
(bad impersonation:)  
"I'm into numbers and science and  
stuff."

**SPIKE  
**Ember go. Spike Stay.

**EMBER  
**Fine. Stay here. Stupid place.  
It's hideous, by the way. The red,  
the white. Just pick a color.

Ember heads for the exit, a wide open door.

**SPIKE  
**Smash you.

**EMBER  
**You didn't smash anything. I won  
that fight.

**SPIKE  
**I smashed you.

**EMBER  
**Yeah, sure, sure.

**SPIKE  
**Baby Arms.

**EMBER  
**What?

**SPIKE  
**Baby.

**EMBER  
**Moron! You are literally a big child!

Ember heads to the open entrance. Spike smiles, anticipating.

**SPIKE  
**Ember go!

**EMBER  
**I am going.

ZAP!

Ember's jolted back by the obedience disk. There are  
perimeter sensors in the doorway.

Spike CHUCKLES at Ember as she hits the floor. Points.

**SPIKE  
**Ember go again!  
(then:)  
Ember home.

TIME CUT:

Ember slumps against the wall, head sagging.

Spike grabs his giant battleaxe. He's armored up.

**SPIKE (CONT'D)  
**Spike trains.

**EMBER  
**That's great. Have fun.

Spike exits. Ember watches him go. Then, at the end of the  
hallway Spike meets up with Smolder! They begin play-  
fighting, a clearly friendly rapport.

Ember can't believe it. He runs to the entrance, but by the  
time he reaches the perimeter sensors they are gone.

Ember sighs. Walks over to the window. Looks up through a  
wormhole, stars twinkling on the other end of it.

**EMBER (CONT'D)  
**Shakes… I know you can see me.

Ember continues her plea at the window.

**EMBER (CONT'D)  
**I need you to help me. Help me  
see.

Pause. Then Ember's eyes go golden like Shakes'! The  
stars in the wormhole begin to WARP OVER EMBER AND…

* * *

**INT. STREETS OF ASGARD – SAME**

Ember suddenly finds herself in Asgard. Disoriented at first,  
Ember turns to see Shakes hiding in the shadows.

Shakes harshly SHUSHES Ember and gestures for him to get up  
against the wall. Ember complies. Sees the refugees.

After a beat a roving patrol of Devour's Butchers creep by  
through the street. They don't spot our heroes. Pause.

Shakes turns to Ember, speaks only in hushed whispers.

**SHAKES  
**I see you. But you are far away.

**EMBER  
**What's going on here?

**SHAKES  
**Come see for yourself.

Without warning, Shakes leads the family out of the alley  
and DASHES down the street. Ember follows…

… but then stops. Looks around to see THE OCCUPIED CITY OF  
ASGARD, emitting a smoky aura of chaos. A chilling sight.

Down the street, Shakes gestures for the family to slow  
down. She sees something. Ushers them into an alcove.

Ember joins them just in time to avoid being seen by another  
roving patrol of Devour's Butchers. Shakes again motions for  
Ember to "shh" until the threat has passed. Then…

**SHAKES (CONT'D)  
**I'm providing refuge in a  
stronghold build by our ancestors.  
But if the garrison falls our only  
escape will is Bilröst.

**EMBER  
**You're talking about evacuating  
Asgard?

**SHAKES  
**We won't last long if we stay.

Ember LOOKS OUT on a ravaged Asgard, heartsick.

Hold on the devastated Realm as.

**SHAKES (O.S.) (CONT'D)  
**She draws her power from Asgard and  
grows stronger everyday.

Back to Ember and Shakes.

**SHAKES (CONT'D)  
**Come on.

As Shakes quickly leads refugees down a safe pathway.

**SHAKES (V.O.) (CONT'D)  
**Devour is ravenous. If I let her  
leave, she'll consume the Nine  
Realms and all the cosmos.

Turns back to Ember, approaches her.

**SHAKES (CONT'D)  
**We need you.

**EMBER  
**I'm working on it, but I don't even  
really know where the hell I am.

Two packs of Butchers arrive simultaneously. Spot Shakes.

**SHAKES  
**You're on a planet surrounded by  
doorways. Go through one.

**EMBER  
**Which one?

Shakes RIPS into the attacking Butchers, CUTTING them down.

**SHAKES  
**The big one!

WHOOSH!

SUDDENLY EMBER'S GONE!

BLACK.

After slashing through the Butchers, Shakes moves towards  
the house where he hid the family… and then abruptly stops.

Shakes turns slightly. He sees something.

BINOCULARS POV: Shakes looking right at us, the Bilröst  
sword visible in his claw.

Reveal Puff on a palace tower balcony, surveilling the city  
with Asgardian E-noculars. Puff lowers the E-noculars.

There is conflict on his face. He knows that he should report  
this to Devour immediately… yet he doesn't spring into action.

* * *

**INT. SPIKE'S WARRIOR SUITE – NIGHT**

Ember absentmindedly fidgets with her Obedience Disk.

THUD! THUD! THUD!

Resonates around the room. Spike steps  
up to Ember, looking inquisitively down at him.

**SPIKE  
**Ember sad.

**EMBER  
**Shut up.

Spike HITS Ember, bullying her into opening up.

**SPIKE  
**EMBER SAD!

Ember hops up, YELLS in Spike's face. Paces around.

**EMBER  
**I'm not sad, you idiot. I'm pissed  
off! Angry. I lost my father. I  
lost my hammer.

THUD! THUD! He turns to see Spike punching his pillow.

Spike stops. Stares.

**SPIKE  
**Whining and crying. Cry like baby.

**EMBER  
**You're not even listening.

Ember KICKS a random helmet.

**SPIKE  
**Don't kick treasures.

**EMBER  
**You're being a really bad friend.

**SPIKE  
**You bad friend!

**EMBER  
**You know what we call you?

**SPIKE  
**No.

**EMBER  
**We call you the stupid Avenger.

**SPIKE  
**You're tiny Avenger!

Spike throws a shield that nearly decapitates Ember.

**EMBER  
**What, are you crazy?

**SPIKE  
**Yes.

**EMBER  
**You know what? Equestria does hate you.

Spike gets sad. Wanders over to his bed to mope.

Ember realizes she went to far. Joins Spike on the bed.

**SPIKE  
**No.

**EMBER  
**I'm sorry I said those things.  
You're not the stupid Avenger.  
Nopony calls you the stupid  
Avenger.

**SPIKE  
**It's okay.

**EMBER  
**You just can't go around throwing  
shields at people. Could have  
killed me.

**SPIKE  
**I know. I'm sorry. I just get so  
angry all the time. Spike always,  
always angry.

**EMBER  
**I know. We're the same, you and I.  
We're just a couple of hot-headed  
fools.

**SPIKE  
**Yeah, same. Spike like fire, Ember  
like water.

**EMBER  
**We're kind of both like fire.

**SPIKE  
**But Spike like real fire. Spike like  
raging fire. Ember like smoldering  
fire.

**EMBER  
**Spike, I need you to do something  
for me.

TIME CUT: Morning.

BA-BOOM! BA-BOOM! BA-BOOM!

We follow Two Palace Guards as they enter Spike's Suite.

Spike is throwing a LARGE BALL against the far wall. It's so  
hard it makes dents in the wall. Spike stops and turns.

Reveal that the guards are escorting Smolder. They leave…  
Smolder and Spike face off.

**SPIKE  
**Angry girl!

Smolder bounds forward and gives The Unstoppable Spike a big hug.  
Spike laughs and then begins playfully roughhousing with Smolder.

**SMOLDER  
**What's going on? What do you…?

Spike steps away, allowing Smolder to see Ember. Her smile  
disappears. She stares at Spike, so annoyed. Spike mopes a  
little. Like, "I done bad". Turns back to Ember.

**SMOLDER (CONT'D)  
**You're so thick-headed that you  
can't tell when someone's hiding  
all the way across the universe and  
wants to be left alone?

**EMBER  
**We need to talk.

**SMOLDER  
**No, you want to talk to me.

Smolder turns to leave.

**EMBER  
**(to Spike:)  
I need her to stay.

Smolder is at the exit when the UPPER JAWBONE of Spike's  
massive skull bed CRASHES into frame, BLOCKING the doorway.

Smolder shoots an annoyed sneer at Spike. Spike SNORTS back.

**SPIKE  
**Stay! Please?

Smolder looks him up and down. Obedience Disks to the max.

Spike begins BOUNCING his ball against the wall again.

Smolder walks over to Spike's bar, picks up an UNOPENED  
BOTTLE of liquor. Spike snorts, disapprovingly. Smolder puts it  
down and finds something cheaper, she pops the cork.

**SMOLDER  
**All right. Here's the deal. I'll  
listen to you till this is empty.

She TIPS BACK the bottle and starts CHUGGING.

**EMBER  
**Asgard is in danger and people are  
dying. We need to get back there. I  
need your help… wow.

**SMOLDER  
**Finished. Bye.

She has indeed finished. She goes to leave.

**EMBER  
**Torch is dead.

Smolder stops short (the BALL BANGING noise continues). Her  
silence speaks volumes. Ember has a realization.

**EMBER (CONT'D)  
**Devour, the Goddess of Death has  
invaded Asgard.

**SMOLDER  
**If Devour's back then Asgard is  
already lost.

**EMBER  
**I'm going to stop her.

**SMOLDER  
**Alone?

**EMBER  
**Nope. I'm putting together a team.  
It's me, you, and the big guy.

**SPIKE  
**No team. Only Spike.

**EMBER  
**It's me and you.

**SMOLDER  
**I think it's only you.

**EMBER  
**Wait. Just listen. The valkyries  
are legend, elite warriors of  
Asgard. You are sworn to defend  
the throne.

**SMOLDER  
**I'm not getting dragged into  
another one of Torch's family  
squabbles.

**EMBER  
**What's that supposed to mean?

**SMOLDER  
**Your sister. Her power comes from  
Asgard, same as yours.

Spike's ball rolls into frame. An off screen GRUNT. Smolder  
picks it up and tosses it back to Spike.

**SMOLDER (CONT'D)  
**When it grew beyond Torch's control,  
she massacred everyone in the  
palace and tried to seize the  
throne. When she tried to escape  
her banishment, he sent the  
valkyries in to fight her back. I  
only survived because…  
(trails off, brooding:)  
Look, I already faced her once back  
when I believed in the throne, and  
it cost me everything. THAT'S  
what's wrong with Asgard. The  
throne, the secrets, the whole  
rocky sham.

Pause. Ember moves towards Smolder, goes to put a comforting  
claw on her shoulder.

**EMBER  
**I agree.

Smolder SNATCHES her claw. They are close, face to face.

**SMOLDER  
**Don't get familiar.

**EMBER  
**I agree. That's why I turned down  
the throne. But this isn't about  
the crown. This is about the  
people. They're dying and they're  
you're people, too.

Smolder SHOVES her away. Ember stumbles back.

**SMOLDER  
**Forget it. I have.

**EMBER  
**(nods, understanding:)  
Okay.

**SMOLDER  
**Okay.

**EMBER  
**Good. Great.

**SMOLDER  
**Great.

**EMBER  
**Thank you.

**SMOLDER  
**For what?

**EMBER  
**For this.

Reveal that Ember has lifted the fob device off Smolder's belt!

**EMBER (CONT'D)  
**Didn't see that did you?

Ember presses the button and ALL THE OBEDIENCE DISKS EMBEDDED  
IN HER NECK AND BELT POWER DOWN! Confident smirk.

**EMBER (CONT'D)  
**There… that's better. You know,  
go ahead. Stay here and get drunk  
and enslave people for that  
lunatic. Keep drinking. Keep  
hiding.  
(beat:)  
But me…

Ember gestures for Spike to toss her the ball. Spike does.

**EMBER (CONT'D)  
**I choose to run toward my problems  
and not away from them. Because  
that's what…

Ember HURLS IT at the MAIN WINDOW… It bounces off, hitting  
Ember in the face. She stands, facing Smolder.

**EMBER (CONT'D)  
**Because that's what heroes do.

Ember then SMASHES THROUGH THE WINDOW! Spike STANDS…

**SPIKE  
**Friend Stay!

* * *

**EXT. GRANDMASTER'S PALACE – DAY**

Ember is sliding down the SIDE of the GRANDMASTER'S TOWER.

She LAUNCHES HERSELF OFF THE BUILDING and hurtles downward,  
LANDING casually on the street below. Finally free.

* * *

**EXT. THE STREETS OF SAKAAR – CONTINUOUS**

Ember is HAULING ASS.

Never slowing down, Ember keeps the top of the arena in sight.

A few blocks back: Spike is in pursuit. He's BUMPING people,  
SWATTING vehicles out of the way, just being a menace.

On Sakaar, the citizens APPLAUD for him! Even when Spike  
DEMOLISHES a man's food cart, the man CHEERS Spike on!

* * *

**EXT. MASSIVE ALIEN JUNKYARD – CONTINUOUS**

Ember SPRINTS in. Looks around. Horse, this place is big.

She RUNS down aisles of crushed and stripped spacecrafts, a  
giant smelter, and then into what looks like a used car lot.

And then she sees it. The Quinjet!

* * *

**INT. QUINJET – CONTINUOUS**

Ember enters and rushes to the controls.

**EMBER  
**All right. Come on.

She is pressing buttons and flipping switches. After a beat…

… the flight deck POWERS UP! Ember places her claw on a pad  
which SCANS her handprint. Lights up green.

**QUINJET (V.O.)  
**Voice verification required.

**EMBER  
**Ember.

**QUINJET (V.O.)  
**Access denied.

**EMBER  
**Ember, daughter of Torch.

**QUINJET (V.O.)  
**Access denied.

**EMBER  
**Goddess of Thunder.

**QUINJET (V.O.)  
**Access denied.

**EMBER  
**Strongest Avenger.

**QUINJET (V.O.)  
**Access denied.

**EMBER  
**Strongest Avenger!

**QUINJET (V.O.)  
**Access denied.

**EMBER  
**Damn you, Sparkle.  
(rolls her eyes:)  
Dragon Princess.

**QUINJET (V.O.)  
**Welcome, Dragon Princess.

CAH-RUNCH!

Spike BARGES IN through the Quinjet door!

The Spike approaches, scowling. Any metal that stands in his  
way PEELS BACK. Frantic, Ember turns to the Quinjet's console.

**SPIKE  
**Friend stay!

**EMBER  
**No, no, no!

As Spike enters, he DESTROYS the hull of the Quinjet.

**SPIKE  
**Stay!

**EMBER  
**Stop! Stop breaking everything!

**SPIKE  
**Don't go!

Ember triggers a message on the flight console.

**RARITY (V.O.)  
**Nice work, big guy. We don't know  
where Ultron's headed, but you're  
going very high, very fast.

Spike stops short. His whole demeanor changes.

Ember steps out of the way so that Spike can see a recorded  
message from RARITY BELLE on the console.

**RARITY (V.O.)  
**… So, I need you to turn this bird  
around, okay? We can't track you in  
stealth mode…

Spike is now right up against the console screen.

**RARITY (V.O.)  
**… So I need you to help me out.  
Okay? I need you to…

**SPIKE  
**No! No, Spike!

Spike CONVULSES. Drops to his claws and knees. His whole  
body warping. Spike ROARS and GRABS at his face, SHAKING his  
head, trying to fight this back. But he can't help it…

… HE'S TRANSFORMING BACK INTO SPIKE SPARKLE! The transition  
is rough and chaotic, it's as if Spike is fighting to get  
out of the Spike. Throughout the process, Spike SMASHES back  
and forth, further WRECKING the Quinjet.

And then, calm.

Ember rushes to Spike's side to help ease the transition.

**EMBER  
**Spike. Hey, hey, hey. You all  
right, Spike? Sun's going down.  
Sun's going down. That's it,  
breathe. I won't hurt you. Sun's  
going down.

**SPIKE  
**… Ember?

**EMBER  
**Yeah.

Spike is groggy, disoriented. Thoughts, memories, and  
observations begin to flood his brain randomly.

**SPIKE  
**What happened to your scales?

**EMBER  
**Some creepy old donkey cut it off.

**SPIKE  
**It looks good.

**EMBER  
**Thanks.

**SPIKE  
**Where are we? How's Rarity?

**EMBER  
**Rarity is good, I'm sure.

**SPIKE  
**And what about Yakyakistan?

**EMBER  
**Yakyakistan?

**SPIKE  
**The kingdom, Yakyakistan. Did we save it?

**EMBER  
**Spike… listen.

**SPIKE  
**What?

**EMBER  
**Yakyakistan… Ultron… That was two  
years ago.

**SPIKE  
**What are you saying?! I've been Spike  
for two years?!

**EMBER  
**I'm afraid so.

Spike's eyes BULGE. Trying to process this information.

**SPIKE  
**What the hell happened?

Spike rushes to his legs. Ember follows.

**EMBER  
**Spike, there's something you  
should know…

Spike goes to the flight console.

**QUINJET (V.O.)  
**Voice Activation required.

**SPIKE  
**Spike.

**QUINJET (V.O.)  
**Welcome, Strongest Avenger.

**EMBER  
**(puzzled:)  
What…?

**SPIKE  
**Ship's log.

THE SHIP'S LOG POPS UP ON SCREEN.

FROM BEHIND THE DISPLAY, within the monitor looking out, we  
see fragmented images of the Spike's trip through deep space.

We see the angry green giant thrash around in zero gravity.

We see Spike closer to the camera now, looking stressed and  
car sick.

THROW FOCUS to see Spike's face watching the video, Spike's  
freaked out face is super-imposed over Spike's freaked out  
face.

**SPIKE (CONT'D)  
**Ember… Where are we?

**EMBER  
**Yeah… About that…

Spike hears…

**GRANDMASTER (O.S.)  
**It's bad news, bad news today.

Spike rushes over to the windshield. Through it he sees…

… Grandmaster, his hologram projection towering over the city.

**GRANDMASTER (CONT'D)  
**Sakaar, hear ye. Attention please.  
I have some bad news. My beloved,  
exalted Champion has turned up  
missing. Take to the streets.  
Celebrate my champion.

**SPIKE  
**Who's that?

**EMBER  
**He kind of runs the place. You  
actually lived in his house.

Back to Spike. A distant, confused stare.

**SPIKE  
**I did?

**EMBER  
**Yeah. Quite a lot's happened. You  
and I had a fight recently.

**SPIKE  
**Did I win?

**EMBER  
**No, I won. Easily.

**SPIKE  
**Doesn't sound right.

**EMBER  
**Well, it's true.

**GRANDMASTER  
**It seems that that criminally  
seductive Princess of Thunder has  
stolen him away.

**EMBER  
**Seductive GODDESS of Thunder! We need  
to move.

**SPIKE  
**Oh, no. This is bad. This is  
really, really bad. Ember, I think  
I'm freaking out.

**EMBER  
**No, no, no. Don't freak out.  
You're okay. You just need to calm down.

Ember begins to push Spike towards the exit. Spike  
is still in shock.

**SPIKE  
**I'm on another planet…

**EMBER  
**I know, come on.

**SPIKE  
**Is Twilight here? I need her.

**EMBER  
**No, she's not here. But listen…  
Just stay calm, okay? The sun's  
going down. The sun's getting  
really low. Sun's going down.

* * *

**INT. GRANDMASTER'S CHAMBERS – DAY**

Garble and Smolder are brought before Grandmaster, who has at  
least tripled the amount of bodyguards around him.

**GRANDMASTER  
**I'm upset! I'm very upset. You  
know what I like about being upset?  
Blame. Right now, that's the  
mindset that I'm in. And you know  
who I'm blaming?

**GARBLE  
**Grandmaster, I…

**GRANDMASTER  
**Hey! Don't interrupt me!

Topaz hands the melt stick to the grandmaster.

**TOPAZ  
**Here you go.

**GRANDMASTER  
**Why are you handing me the melt  
stick? He was interrupting. That's  
not a capital violation.  
(refocuses:)  
My precious champion has come up  
missing and its all because of that  
Princess of Thunder. It's all because  
of her.  
(to Garble:)  
YOUR sister. Whatever the story  
is. Adopted, or complicated. I'm  
sure there's a big history.  
(to Smolder:)  
And YOUR contender.

**GARBLE  
**My dear friend, if you were to give  
me twelve hours I could bring them  
both back to you.

**SMOLDER  
**I can do it in two.

**GARBLE  
**I could do it in one.

**GRANDMASTER  
**You know what? I woke up this  
morning thinking about a public  
execution. But for now, I'll  
settle for this sweet little "Who's  
gonna get him first?" So you're on  
the clock.

* * *

**INT. GRANDMASTER'S PALACE – DAY**

Smolder exits in a hurry. Garble follows her.

**GARBLE  
**What have you done!?

Smolder reverses position, putting Garble up against the wall.

**SMOLDER  
**I don't answer to you, Garbage.

**GARBLE  
**It's Garble. And you will answer to  
the Grandmaster.

Garble moves to reverse position again, but Smolder BREAKS AWAY,  
drawing her TWO BLADES. In response, Garble UNSHEATHES two  
long Sakaarian daggers. They eye each other, and then…

FIGHT! A fast-paced and deadly battle of knives. After a  
few exchanges, Smolder connects a BIG SHOT that SLAMS Garble into

the wall. He scowls.

**GARBLE (CONT'D)  
**Why would you help my brother  
escape with that green fool?

**SMOLDER  
**I don't help anyone.

Garble trails off. He sees her wrist markings. A realization.

**GARBLE  
**You're a valkyrie. I thought the  
valkyries all died gruesome deaths?

Now Smolder ATTACKS Garble! She gets him up against the wall, her  
blade against his throat. She looks ready to kill him.

**SMOLDER  
**Choose your next words wisely.

**GARBLE  
**Terribly sorry. Must be a very  
painful memory…

Quick as a rattlesnake, Garble GRABS Smolder's head and CASTS an  
illusion. Smolder's eyes CLOUD OVER with darkness as we go to…

* * *

**EXT. DEVOUR'S DIMENSION – FLASHBACK**

A barren black void of death.

The VALKYRIES, in old school Asgardian armor, charge through  
the DIMENSIONAL RIFT, an open portal to Asgard and the Nine  
Realms. Smolder witnesses these events as moments frozen in time.

Reveal Devour in all her glory, black lightning everywhere.

Dozens of valkyries falling through the dark space.

The valkyries' winged horses lay dead on the battlefield.

Through the open portal we can see the throne of Asgard.

Devour advancing on the final few valkyries… one is Smolder,  
frozen in fear, shell-shocked.

Devour FIRING black weapons at Smolder…

One of Smolder's sisters DIVING IN at the last second, SHOVING  
SMOLDER back through the PORTAL and taking the fatal hit!

Smolder lands hard in the Throne room.

Smolder scrambling to her legs and trying to re-enter the rift  
but it's too late. It closes, the last image she sees is Devour  
dealing the final killer blow to her doomed valkyries sisters.

* * *

**EXT. GRANDMASTER'S PALACE – CONTINUOUS**

We find Smolder on her knees in front of Garble, trembling from  
this visceral memory that she's tried so hard to suppress.

She turns on Garble, raging, and knocks him out.

* * *

**EXT. SAKAAR – STOOP – DAY**

SPIKE sits, groaning, head in his claws. EMBER is beside  
him, rubbing his back and on the lookout for threats.

**EMBER  
**The sun's going down. It's getting  
really low. The sun's going down.  
It's getting real low.

**SPIKE  
**Would you stop saying that!?

**EMBER  
**I just need you to stay calm.

**SPIKE  
**Calm!? I'm on an alien planet!

**EMBER  
**It's just a planet. You've been on  
a planet before.

**SPIKE  
**Yeah! One!

**EMBER  
**Now you've been on two. That's a  
good thing. It's a new experience.

**SPIKE  
**My neurons, they're firing faster  
than my brain can handle the  
information.  
The whole thing is totally  
different this time.  
(beat:)  
In the past, I always felt like  
Spike and I each had a claw on the  
wheel, but this time it's like he  
had the keys and I was locked in  
the trunk.

**EMBER  
**Alright, well, you're back now,  
that's all that matters.

**SPIKE  
**No, it's not what matters. What  
I'm trying to tell you, is that if  
I turn into the Spike again, Spike  
may never come back. And we're  
stranded on a planet that is  
designed to stress me out.

**EMBER  
**We're not stranded, I'm gonna  
figure out a way to get us home.

**SPIKE  
**Thank you.

**EMBER  
**Not your home, though. Asgard.

**SPIKE  
**What?

**EMBER  
**Listen, my people are in great  
danger. You and I, we have to  
fight this really powerful being  
who also happens to be my sister.

**SPIKE  
**Okay, that is so wrong on so  
many… I don't wanna fight your  
sister. That's a family issue.

**EMBER  
**No, she's an evil being.

**SPIKE  
**I don't care what she is. I'm not  
fighting any more beings. I'm sick  
of it. I just told you.  
If I turn into the Spike, I am never  
gonna come back again. And you  
don't care.

**EMBER  
**No, no. I'm putting together the  
team. The Spike is the fire.

**SPIKE  
**Wait, you're just using me to get  
to the Spike.

**EMBER  
**What? No!

**SPIKE  
**It's gross. You don't care about  
me. You're not my friend.

**EMBER  
**No! I don't even like the Spike.  
He's all like… "Smash, smash,  
smash." I prefer you.

**SPIKE  
**Thanks.

**EMBER  
**… But if I'm being honest, when it  
comes to fighting evil beings, he  
is very powerful and useful.

**SPIKE  
**Yeah, Spike's powerful and useful,  
too.

**EMBER  
**Is he though?

**SPIKE  
**How many PhDs does Spike have?  
Zero. How many PhDs do I have?  
Seven.

**EMBER  
**Fine, you don't have to fight  
anyone. But we're in danger here,  
so we have to move.

Ember grabs a towel from the ground next to him. He puts the  
towel over her head.

**SPIKE  
**What are you doing with that?

**EMBER  
**I need a disguise. I'm a fugitive.

**SPIKE  
**I need a disguise.

**EMBER  
**You are the disguise.

Spike finds a pair of Twilight's sunglasses in his jacket.

**SPIKE  
**I'll be Twilight.

**EMBER  
**What?

**SPIKE  
**Yeah. Twilight and the gypsy.

**EMBER  
**No, no you're not 're  
Spike Sparkle.

**SPIKE  
**Then why did you dress me up like  
Twilight?

**EMBER  
**Because you were naked.

**SPIKE  
**Okay, I'll give you that.

They stand up. Spike adjusts his crotch.

**EMBER  
**What are you doing? Stop doing  
that!

**SPIKE  
**Twilight wears her pants super tight!

**EMBER  
**Why are you being so weird?

**SPIKE  
**I don't know. Maybe the fact that I  
was trapped for two years inside of  
a monster made me a little weird.

Spike flashes green. Ember calms him down.

**EMBER**

Hey. It's okay. You're good.  
Calm down. Come on. Listen, we're  
gonna go to Asgard and you're not  
gonna have to think about the Spike  
ever again. All right?

**SPIKE  
**All right.

WHAP!

Spike gets nailed in the face with green paint.

Caught off guard, Ember and Spike are swept off into…

* * *

**EXT. PARADE OF VICTORS – CONTINUOUS**

It's a massive street festival where revelers dance and cheer  
while throwing powdered paint at each other… in celebration  
of Spike!

Green EVERYWHERE!

Inside the parade it is total chaos. Ember searches for Spike  
as he's PELTED with green powder. Pandemonium. In the crowd  
Ember sees a pack of SCRAPPERS on the hunt for the reward.

Ember spots Spike. She surges forward, GRABS Spike, and  
pulls him into another alley, but sees…

Smolder is approaching from down the alley!

**EMBER  
**This is bad. Spike! Spike!

Ember pulls Spike back into the crowd. Ember briefly turns to  
see that she is no longer holding Spike's - it's the arm of a  
SMALL ALIEN who squeals in fright.

Ember sees Spike across the crowd.

Ember MUSCLES her way through the madness, knocking rowdy fans  
aside. She reaches Spike and holds him protectively,  
awkwardly trying to rub his shoulders.

One of the aliens Ember knocked aside turns out to be a  
MASSIVE SCRAPPER. He rears up, turning on Ember and Spike.

WHAM!

From out of nowhere, Smolder CLOCKS this scrapper  
with a brass knuckle right cross. The scrapper DROPS.

Ember looks at Smolder while clutching Spike like a child.

**EMBER (CONT'D)  
**Hi.

**SMOLDER  
**Hi.

**EMBER  
**I was gonna do that.

**SMOLDER  
**Yeah, well, I did it first.

**EMBER  
**That's good. What are you doing  
here?

**SMOLDER  
**What are you doing here? I thought  
you were leaving.

**EMBER  
**I got sidetracked.

**SMOLDER  
**What's with the…

**EMBER  
**It's my disguise.

**SMOLDER  
**But I can see your face.

**EMBER  
**(covers her face:)  
Not when I do this, you can't.  
(then:)  
Your scales looks nice. I like what  
you did with it. Change it? Washed  
it maybe?

Smolder just rolls her eyes, takes Ember by the arm.

**SPIKE  
**(to Ember:)  
What are those things on her eyes?  
Are those the people that she's  
killed? She's so beautiful and  
strong…

* * *

**EXT. SAKAARIAN STREET – MOMENTS LATER**

Smolder escorts Ember and Spike through the street.

**SMOLDER  
**Who is this boy?

**EMBER  
**He's a friend.

**SPIKE  
**Who? Me? I'm Spike Sparkle.

As Smolder leads them into Sakaarian apartment building.

**SMOLDER  
**I feel like I know you.

**SPIKE  
**I feel like I know you too.

* * *

**INT. SAKAARIAN BUILDING – HALLWAY – CONTINUOUS**

Continue down the hallway.

**SMOLDER  
**Look, I've spent years in a haze  
trying to forget my past. Sakaaar  
seemed like the best place to drink  
and forget and to die one day.

**EMBER  
**I was thinking that you drink too  
much, and that probably was going  
to kill you.

**SMOLDER  
**I don't plan to stop drinking, but  
I don't want to forget. I can't  
turn away anymore. So, if I'm  
donna to die, well… it may as  
well be driving my sword through  
the heart of that murderous hag.

**EMBER  
**Good.

They arrive at a door. Before they enter:

**SMOLDER  
**Yeah. So I'm saying that I wanna  
be on the team. Has it got a name?

**EMBER  
**Yeah, it's called the Revengers.

**SMOLDER  
**Revengers?

**EMBER  
**Because I'm getting revenge.  
You're getting revenge.  
(to Spike:)  
Do you want revenge?

**SPIKE  
**I'm undecided.

**EMBER  
**Okay.

**SMOLDER  
**Also, I've got a peace offering.

* * *

**INT. SMOLDER'S APARTMENT – DAY**

Smolder opens the front door, revealing…

Garble! He is as restrained as anyone could be, sitting in  
the middle of the apartment with a dozen chains around him.

**GARBLE  
**Surprise.

Ember TOSSES a metal bottle. It BOUNCES off of Garble's head.

**GARBLE  
**… Ow.

**EMBER  
**Just had to be sure.

**GARBLE  
**Hello, Spike.

**SPIKE  
**Garble! Last time I saw you, you were  
trying to kill everybody. Where  
are you at these days?

**GARBLE  
**It varies from moment to moment.

Smolder's apartment is a shithole. Bottles everywhere, blood-  
spattered clothes in the corner, a knife in the wall, etc.

Spike gives Ember a look like "she might be crazy." Ember  
responds with a "No, she's cool" gesture.

Smolder lays something on the bed. Unwraps it to reveal AN OLD  
ASGARDIAN SWORD. Ember's eyes go wide as she sharpens it.

**EMBER  
**Is that… a Proemial-Dragonfang?

**SMOLDER  
**It is.

**EMBER  
**My gosh. This is the famed sword of  
the valkyries.

**SMOLDER  
**Sakaar and Asgard are about as far  
apart as any two known systems.  
Our best bet is a wormhole just  
outside the city limits.

A nice clean wormhole outside the city.

**SMOLDER (CONT'D)  
**Refuel on Xandar and be back in  
Asgard in around 18 months.

**EMBER  
**Nope. We're going through that one.

Ember points at the nightmare tornado wormhole over the ocean.

**SMOLDER  
**The Devil's Anus?

**SPIKE  
**Wait, whose anus are we going  
through?

**EMBER  
**For the record, I didn't know it  
was called that when I picked it.

**SPIKE  
**That looks like a collapsing  
neutron star inside of an Einstein-  
Rosen Bridge.

**SMOLDER  
**We need another ship. That would  
tear mine to pieces.

**EMBER  
**She's right. We need one that can  
withstand the geodetic strain from  
the singularity.

Spike gives Ember a quizzical look.

**SPIKE  
**And has an offline power steering  
system that could also function  
without the on-board computer.

**SMOLDER  
**And we need one with cup holders,  
because we're gonna die. So,  
drinks!

**SPIKE  
**Do I know you? I feel like I know  
you.

**SMOLDER  
**I feel like I know you, too. It's  
weird.

**EMBER  
**(to Spike:)  
What do you say, doctor? Uncharted  
metagalactic travel through a  
volatile cosmic gateway. Talk about  
an adventure.

Ember and Spike high five as Smolder stares at them blankly.

**SPIKE/EMBER (CONT'D)  
**We need a ship.

**SMOLDER  
**There are one or two ships,  
absolute top-of-the-line models…

**GARBLE  
**I don't mean to impose, but…

All eyes turn to Garble. Smolder throws her bottle at him. It  
smashes above his head.

**GARBLE (CONT'D)  
**… the Grandmaster has a great many  
ships. I may eve have stolen the  
access codes to his security system.

**SMOLDER  
**And suddenly you're overcome with  
an urge to do the right thing.

**GARBLE  
**Heavens, no. I've run out of favor  
with the Grandmaster.  
And in exchange for codes and  
access to a ship I'm asking for  
safe passage… through the anus.

**EMBER  
**You're telling us you can get us  
access into the garage without  
setting off any alarms?

**GARBLE  
**Yes, sister. I can.

**SPIKE  
**Okay, can I just…. A quick FYI, I  
was just talking to him just a  
couple minutes ago and he was  
totally ready to kill any of us.

**SMOLDER  
**He did try to kill me.

**EMBER  
**Yes, me too. On many, many  
occasions. There was one time when  
we were children, he transformed  
himself into a snake, and he knows  
that I love snakes. So, I went to  
pick up the snake to admire it and  
he transformed back into himself  
and he was like, "Yeah, it's me!"  
And he stabbed me.

**SPIKE  
**No way…

**SMOLDER**  
Wow…

**EMBER**  
We were eight at the time.

Garble suppresses a smile.

**SMOLDER**

If we're boosting a ship, we're  
gonna need to draw some guards away  
from the palace.

**GARBLE  
**Why not set the beast loose?

**EMBER  
**Shut up.

**SMOLDER  
**You guys have a beast?

**EMBER  
**No, there's no beast. He's just  
being stupid. We're going to start  
a revolution.

**SPIKE  
**Revolution?

**EMBER  
**I'll explain later.

**SMOLDER  
**Who's this guy again?

**EMBER  
**I'll explain later.

* * *

**INT. THE ARENA – GLADIATOR CELLS – MOMENTS LATER**

Korg sits with his cell mates. He's talking to Miek.

**KORG  
**Is that some sort of protoplasm,  
all the stuff that's coming out of  
you? Or are they eggs? Looks like  
eggs.

Suddenly his Obedience Disk POWERS DOWN. No longer glowing.

As Korg stands up, Smolder appears at the door to his cell.

**SMOLDER  
**I'm looking for Korg.

**KORG  
**Who's asking? I know you're  
asking. Is anyone else asking, or  
is it just you?

**SMOLDER  
**The Princess of Thunder sends her best.

Smolder tosses him a high-tech rifle.

**KORG  
**The revolution has begun…

* * *

**INT. GRANDMASTER'S CHAMBERS – DAY**

Grandmaster speaks with Topaz who now wears battle armor.

**GRANDMASTER  
**Revolution? How did this happen?

**TOPAZ  
**Don't know. But the Arena's  
mainframe for the Obedience Disks  
have been deactivated and the  
slaves have armed themselves.

**GRANDMASTER  
**Oh! I don't like that word!

**TOPAZ  
**Mainframe?

**GRANDMASTER  
**No. Why would I not like  
"mainframe"? No, the "S" word.

**TOPAZ  
**Sorry, the "prisoners with jobs"  
have armed themselves.

**GRANDMASTER  
**Okay, that's better.

CHA-CHNK!

SOUNDS OF MACHINERY as the whole space starts  
moving. A different angle reveals that we are in…

* * *

**EXT. THE STATESMAN – CONTINUOUS**

Grandmaster's chambers are actually the oversized cockpit of  
a A HUGE RIOT CONTROL SHIP (The Statesman) that can dock  
itself indefinitely within the palace!

The Statesman has DISLODGED from the palace and is now  
flanked by six smaller Sakaarian peace-keeping ships, all  
headed towards the city where RIOTING can be heard.

* * *

**INT. GRANDMASTER'S PALACE – GROUND LEVEL – CONTINUOUS**

Ember waits as Garble enters codes to a door's security panel.

**EMBER  
**Hey, so listen, we should talk.

**GARBLE  
**I disagree. Open communication was  
never our family's forte.

**EMBER  
**You have no idea. I've had quite  
the revelation since we spoke last.

The door opens, revealing a bunch of guards. Ember and Garble  
heft up two sakaarian guns.

**EMBER (CONT'D)  
**Hello.

**GARBLE  
**Hi.

Ember and Garble BLAST all the guards, moving to another door.

**GARBLE (CONT'D)  
**Torch brought us together, it's  
almost poetic that his death should  
split us apart. We might as well  
be strangers now. "Two children of the  
crown" set adrift.

A guard tries to ambush Garble through the door. Ember TAKES  
OUT the guard.

**EMBER  
**Thought you didn't want to talk  
about it?

**GARBLE**  
Here's the thing…

* * *

**INT. GRANDMASTER'S PALACE – ELEVATOR – CONTINUOUS**

Ember and Garble are going up.

**GARBLE  
**I'm probably better off staying here  
on Sakaar.

**EMBER  
**That's exactly what I was thinking.

**GARBLE  
**… Did you just agree with me?

**EMBER  
**This place is perfect for you. It's  
savage, chaotic, lawless. Brother,  
you're going to do GREAT here.

**GARBLE  
**Do you truly think so little of me?

Ember pauses, considers his brother. Then…

**EMBER  
**Garble, I thought the world of you.  
I thought we were gonna fight side  
by side forever. But, at the end of  
the day, you're you, I'm me…  
I don't know, maybe there's still  
good in you, but let's be honest,  
our paths diverged a long time ago.

Garble is wounded by Ember's willingness to discard him. Masks  
his feelings with…

**GARBLE  
**It's probably for the best that we  
never see one another again.

Beat. Ember pats Garble affectionately on the shoulder.

Hold on Garble. Did Ember just get through to him?

**EMBER  
**That's what you always wanted.

Beat. Then…

**EMBER (CONT'D)  
**Hey, let's do the "Get Help".

**GARBLE  
**What?

**EMBER  
**"Get Help".

**GARBLE  
**… No.

**EMBER  
**Come on, you love it.

**GARBLE  
**I hate it.

**EMBER  
**It's great. IT works every time.

**GARBLE  
**It's humiliating.

**EMBER  
**Do you have a better plan?

**GARBLE  
**No.

**EMBER  
**We're doing it.

**GARBLE  
**We are not doing the "Get Help".

* * *

**INT. GRANDMASTER'S PRIVATE GARAGE – CONTINUOUS**

Multi-tiered platforms with dozens of cool spaceships.

The elevator doors open. Ember supports Garble's weight with  
Garble faking a fatal injury.

**EMBER  
**Get help! Please! My brother, he's  
dying.

A small group of Sakaarian guards turn toward Ember and Garble.  
One guard aims his gun at them.

**EMBER (CONT'D)  
**Get help! Help him!

Ember picked up Garble and flings him at the guards, knocking  
them down like bowling pins. Garble stands up and Ember steps  
to Garble's side.

**EMBER (CONT'D)  
**A classic.

**GARBLE  
**I still hate it. It's humiliating.

**EMBER  
**Not for me, it's not.

**EMBER (CONT'D)  
**Which one's the ship she told us to  
get?

**GARBLE  
**(points:)  
The Commodore.

The COMMODORE starship. Brand new, solidly built, sleek.

As they walk towards it a DUPLICATE GARBLE FORMS and LAGS  
BEHIND. The Garble walking with Ember is an illusion.

**GARBLE (CONT'D)  
**Though I feel it won't make much of  
a difference…

We follow the real Garble as he slinks away towards the  
security system panel. He activates the panel and brings up a  
screen that will set off all the alarms palace-wide!

**EMBER (O.S.)  
**Oh, Garble.

Garble turns to see Ember looking not at all surprised.

**GARBLE  
**I know I've betrayed you many times  
before, but this time it's truly  
nothing personal. The reward for  
your capture will set me up nicely.

He triggers the alarm.

* * *

**INT. GRANDMASTER'S PRIVATE GARAGE – CONTINUOUS**

**EMBER  
**Never one for sentiment, were you?

**GARBLE  
**Easier to let it burn.

**EMBER  
**I agree.

Then, Garble sees Ember holding up a fob device. Garble  
realizes that Ember affixed an Obedience Disk on him in that  
heart-to-heart moment.

Ember smiles.

BZZZT!

Ember ZAPS Garble and HOLDS DOWN the button. Garble HITS  
the ground, WRITHING in pain. Ember approaches. Pause.

**EMBER (CONT'D)  
**Oh brother, you're becoming  
predictable. I trust you, and after you  
betray me. Round and round in  
circles we go.

Ember continues to "think about it" for a beat while Garble  
convulses in agony on the floor. Finally, Ember kneels down.

**EMBER (CONT'D)  
**See, Garble, life is about, it's  
about growth. It's about change.  
But you seem to just wanna stay the  
same. I guess what I'm trying to  
say is that you'll always be the  
God of Mischief, but you could be  
more. I'll just put this over here  
for you.

Ember places the fob on top of the security panel, so close  
but so far from Garble's paralyzed reach.

**EMBER (CONT'D)  
**Anyway, I got places to be so good  
luck.

* * *

**INT. COMMODORE SHIP – MOMENTS LATER**

Ember is seen in the cockpit.

**EMBER  
**All right, I can figure this out.  
It's just another spaceship.

* * *

**EXT. GRANDMASTER'S PALACE – MOMENTS LATER**

The massive garage doors OPEN. This sets off BLARING ALARMS  
to alert the palace of this unauthorized departure.

The Commodore ship LIFTS OFF from the garage. In the cockpit  
Ember pushes forward on the throttle. The ship ZOOMS ahead.

**GRANDMASTER  
**Loyal Sakaarians, Princess of Thunder  
has stolen my ship and my favorite  
champion. Sakaarians, take to the  
skies. Bring him down. Do not let  
him leave this planet.

BELOW: Pilots hastily RUSH to their Palace Patrol ships so  
as to pursue the Commodore.

The first two ships out of the garage SWOOP AROUND behind  
Ember. The Patrol ships are LOCKING weapons on Ember when…

BOOM-BOOM!

They are both blown out of the sky by…

* * *

**INT. WARSONG SHIP – SAME**

Smolder is all focus, flying and FIRING. Spike sits shotgun.

**SPIKE  
**Good shot!

* * *

**EXT. SAKAAR – DAY**

Ember's ship and Smolder's ship now ZIP through the city in  
tandem. On the horizon we can see…

… the Statesman, the enlarged Grandmaster, and his Riot  
Control team raining down hell on the revolting prisoners.

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Ember in the pilot's seat. Smolder comes in over the radio.

**SMOLDER (V.O.)  
**Open the doors.

Ember looks over the console. FLIPS a switch.

* * *

**INT. WARSONG SHIP – CONTINUOUS**

Smolder STEERS down, dropping altitude. Her whole ship  
spins upside down, yet her cockpit is still right-side up.

**SMOLDER  
**I hope that you're tougher than you  
look.

**SPIKE  
**Why?

Smolder MAXES OUT the throttle. The ship ACCELERATES. When  
she's under Ember's ship, Smolder presses…

THE EJECT BUTTON! Spike is LAUNCHED OUT OF THE SHIP!

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Ember at the controls. We hear an incoming scream of  
increasing volume. "aAH!"

THUNK! Spike is SHOT UP into the ship. ROUGH LANDING.

Spike casually lifts his arm up and gives a THUMBS UP.

CLUNK! CLUNK! CLUNK! CLUNK! The ship is being fired upon by  
another pursuit vehicle. Spike joins Ember.

**SPIKE  
**Shouldn't we be shooting back or  
something?

**EMBER  
**Yes, we should.  
(into the radio:)  
Where are the guns on this ship?

**SMOLDER (V.O.)  
**There aren't any. It's a leisure  
vessel.

**EMBER/SPIKE  
**WHAT?!

**SMOLDER  
**Grandmaster uses it for his good  
times, orgies and stuff.

Ember and Spike look around. The CEILING has MIRRORS ON IT  
and the floor is covered in a sakaarian PERSIAN RUG.

**SPIKE  
**Did she just say the Grandmaster  
uses it for orgies?

**EMBER  
**Yeah. Don't touch anything.

CLUNK! CLUNK! CLUNK!

More fire from behind.

* * *

**INT. WARSONG SHIP – THE SAME**

Smolder's ship is hit. She rotates the cockpit to face BACKWARDS  
and opens fire, taking out the attacking chase-ship.

But now in Smolder's cockpit… Sparks. Smoke. Alarms.

In the distance Smolder clocks the Grandmaster's Riot Ship  
raining terror down on the masses. A look of determination as  
she pops the HATCH above - her ship is now a convertible.

* * *

**EXT. SAKAAR – CONTINUOUS**

Meanwhile, Warsong ZOOMS out from under Ember's ship, still  
ACCELERATING. Smolder has turned her ship into a missile, and  
its trajectory is the Grandmaster's Riot Control Ship!

Grandmaster is still taunting his former captives below when…

KA-BOOM! Warsong SLAMS into the Statesman, specifically the  
Grandmaster's projection! Enlarged Grandmaster stumbles,  
struggling to maintain his balance.

Warsong EXPLODES while the Statesman is knocked off kilter  
and goes down for a hard landing in the market!

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Ember and Spike witness the fiery explosion of Smolder's kamikaze  
flight path!

**EMBER  
**No!

Ember experiences a brief instant of heartbreak/devastation…

… but then notices a spec coming out of the explosion.

THWACK!

Smolder hits the ship's windshield and grabs hold!  
Residual smoke wafting off of her.

* * *

**EXT. SAKAAR – THE WASTELANDS – CONTINUOUS**

Ember pilots the ship out of the city into the Wastelands as  
six sakaarian fighter ships race after them in formation.

The following dogfight will proceed across the Wastelands and  
then out over the Sakaarian Ocean.

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Smolder is still on the windshield. GUNFIRE! One of the  
pursuing ships WINGS the Commodore, causing it to LURCH.

**EMBER  
**Get inside!

**SMOLDER  
**In a minute!

Smolder pulls herself up and then RUNS DOWN THE ROOF OF THE SHIP!

Ember and Spike follow the THUMPING of her footsteps.

* * *

**EXT. COMMODORE SHIP – CONTINUOUS**

In full sprint, Smolder LEAPS OFF and…

… LANDS HARD on the lead Sakaarian ship! Smolder begins TEARING  
into the enemy ship with her bare claws!

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Ember and Spike exchange a look. Pause…

**EMBER  
**I should probably go and help.

Ember abruptly exits, leaving Spike at the ship's controls.

**EMBER (CONT'D)  
**Here, take the wheel.

**SPIKE  
**No. I don't know how to fly one of  
these.

**EMBER  
**You're a scientist. Use one of  
your PhDs.

**SPIKE  
**None of them are for flying alien  
spaceships!

* * *

**EXT. THE SAKAARIAN OCEAN – CONTINUOUS**

Ember LEAPS into the middle of this high-speed dogfight!

These two superhuman Asgardians begin jumping between their  
pursuer's ships, taking out guns, engines, and pilots with  
their bare hands. It's spectacular and epic.

Ember RIPS out an engine block and uses it to crush a pilot.

Smolder DRAGS her blades down the entire underbelly of a ship  
before BACKFLIPPING to another.

Back and forth they go, even passing each other mid-flight a  
few times. One by one the Sakaarian ships GO DOWN.

* * *

**INT. COMMODORE SHIP – SAME**

Spike is frantically STEERING the ship, doing his best to  
dodge all the incoming fire. He peels away and is followed  
by Topaz, who is in her own chase-ship.

**SPIKE  
**(flashes green:)  
Okay, come on. There's gotta be a  
gun on this thing.

Spike notices a button with a little explosion icon.

**SPIKE  
**That looks like a gun.

Spike PRESSES the button.

The ship's lighting changes, like a disco effect. Weird dance  
music BLASTS over the PA, followed by Grandmaster's voice.

**GRANDMASTER (V.O.)  
**It's MY BIRTHDAY! It's MY BIRTHDAY!  
It's MY BIRTHDAY.

Spike is so confused. Then we hear FIREWORKS.

* * *

**EXT. THE SAKAARIAN OCEAN – CONTINUOUS**

MASSIVE PLUMES of powder paint SHOOT OUT of the ship followed  
by a huge colorful fireworks display. And then a  
rainforest's worth of confetti is dumped from the hull!

Topaz is suddenly in the middle of a party smoke screen! She  
tries to fly her way through all the fireworks and streamers,  
but ultimately she hits a HARD CRASH LANDING in the ocean.

**SPIKE  
**Yeah!

Meanwhile, Ember and Smolder land together on the one remaining  
Sakaarian ship. Smolder leaks a smile to Ember.

Ember YANKS OFF the cockpit cover, Smolder TOSSES the pilot, and  
together they PUSH FORWARD on the throttle.

The ship SPEEDS FORWARD. Just then Spike pulls the Commodore  
back on the scene, hovering above them.

They LEAP UP towards the Commodore's open doors as the ship  
CRASHES and EXPLODES behind them!

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Ember and Smolder join Spike in the cockpit.

**SPIKE  
**Gals, we're coming up on the  
Devil's Anus!

* * *

**INT. GRANDMASTER'S GARAGE – DAY**

KORG and MIEK enter, leading a group of gladiator rebels.

Korg sees and then points to the SUPERCRUISER.

**KORG  
**There she is. Our ticket out of  
here. Hey, what's this?

The OBEDIENCE DISK FOB on the ground. He picks it up.

Korg then notices GARBLE, TWITCHING and CONVULSING on the  
ground. He's barely made any progress towards the fob.

Garble locks eyes with Korg, a desperate and furious plea.

Korg looks at Garble, then at the fob, then back to Garble.

Garble gives Korg a maniacal, pleading look.

Korg gets it. He deactivates the obedience disk.

Garble stands, dusts himself off.

**GARBLE  
**Thank you.

**KORG  
**Hey dragon, we're about to jump on  
that ginormous spaceship. You  
wanna come?

**GARBLE  
**You do seem like you're in  
desperate need of leadership.

**KORG  
**Why thank you.

* * *

**EXT. THE DEVIL'S ANUS WORMHOLE – CONTINUOUS**

**SMOLDER  
**Here we go!

The Commodore ship is swallowed up by the towering nightmare  
that is the Devil's Anus wormhole.

The ship's onboard computer SHORTS OUT. Darkness in the  
cabin. All around them the hull CREAKS. Under strain.

The commodore heads toward the end of the wormhole. Debris  
flies past the camera.

Ember, Smolder, and Spike all look like they are in extreme pain,  
as there's great concern the ship could be torn apart.

* * *

**EXT. ASGARD – PLAZA – DAY**

PUFF ADDRESSES A CROWD OF ASGARDIANS. DEVOUR BEHIND HIM  
leaning against FENRIR, her GIANT DRAGONWOLF.

**PUFF  
**Asgardians, some misguided soul has  
stolen the Bilröst sword. Tell us  
where it is, or there will be  
consequences. Bad ones.

We are now in the smoking ruins of Asgard. 100+ Asgardians  
have been forced to line in a large piazza, all exhausted,  
all scared. Patrolling the perimeter are Devour's Butchers.

**PUFF (CONT'D)  
**Well?

Devour points to an Asgardian woman off camera.

**DEVOUR  
**You.

Devour's butchers approach the crowd and find the Asgardian  
woman. Puff closes his eyes and looks downward.

**ASGARDIAN CITIZENS  
**No! Stop!

Devour's butchers pull the Asgardian woman to the steps. They  
shove her and she falls tot he floor. The woman is on her  
hands and knees as Puff turns to her. She trembles as  
Puff holds his battle axe with both hands.

**DEVOUR  
**Well? Executioner?

**ASGARDIAN DRAGON  
**Wait! I know where the sword is.

* * *

**EXT. THE DEVIL'S ANUS WORMHOLE – DAY**

The Commodore nears the end of the wormhole and is…

SPIT OUT into the calmness of outer space.

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Spike, Ember, and Smolder are all unconscious. Spike wakes  
up and looks outside, the stars reflected in the windshield.  
Ember and Smolder wake up. Outside they see…

THE REALM OF ASGARD, a flat city in the middle of an island  
floating in space.

**SMOLDER  
**(mixed emotions:)  
I never thought I'd be back here.

The ship descends into the clouds above Asgard.

**SPIKE  
**I thought it'd be nicer. I mean,  
not that it's not nice. It's just,  
it's on fire.

THE SHIP CLEARS THE CLOUDS TO REVEAL…

ASGARD IN RUINS. A DEVASTATED GHOST KINGDOM. FIRES, WRECKED  
BUILDINGS, DEAD DRAGONS. IT LOOKS LIKE ALL HOPE IS LOST.

**SMOLDER  
**Here, up here in the mountains.

A projected map on the console shows the mountain where the  
stronghold is located. There is a red dot in the mountain,  
indicating where the Asgardian citizens are.

**SMOLDER (CONT'D)  
**Heat signatures. People clustered  
together. Devour's coming for them.

**EMBER  
**Okay, drop me off at the palace and  
I'll draw her away.

**SMOLDER  
**And get yourself killed?

**EMBER  
**The people trapped down there are  
all that matters. While I'm  
dealing with Devour, I need you two  
to help get everyone off Asgard.

**SPIKE  
**How the hell are we supposed to do  
that?

**EMBER  
**I have a dragon on the ground.

* * *

**INT. ASGARD/STRONGHOLD – DAY**

Shakes looks to the Asgardian Citizens.

**SHAKES  
**Asgard…

Silence.

**SHAKES  
**… She's here.

* * *

**EXT. PALACE – PLAZA – DAY**

Smolder is helping Ember load a MASSIVE ASGARDIAN BLASTER  
into the side of the Commodore.

**EMBER  
**Now the ship has guns.

**SMOLDER  
**I'll take it from here.

Ember produces a bundle of FABRIC WITH GOLD AND WHITE PLATING.

**EMBER  
**I found this in the armory.

Smolder immediately recognizes its significance. She doesn't  
want to be affected by this gesture, but can't help it.

They share a look as the Commodore lifts off into the air.  
Before she's out of earshot, Smolder calls down:

**SMOLDER  
**"Your majesty". Don't die. You  
know what I mean.

The Commodore flies away, leaving Ember on the balcony.

* * *

**INT. THRONE ROOM – CONTINUOUS**

Ember's footsteps ECHO through the empty space. She sees the  
items from the vault scattered beside the throne.

Ember sees a chunk of plaster from the dismantled fresco. She  
picks it up and sees that this piece of fresco bears a  
portion of his own face. Ember then looks up, off camera.

Her eyes go wide. She looks up at the ceiling where her  
painting used to be and finds the original which depicts Torch  
and Devour conquering the nine realms, with Devour's butchers all  
around them. Devour holds Mjölnir.

* * *

**EXT. ASGARD – MOUNTAIN RAVINE – DAY**

Devour, cowl & headdress on, stands with Puff outside of the  
mountain stronghold where Shakes is hiding the refugees.  
Devour raises her arms and FIRES LONG THIN BLACK LANCES, which  
BURROW into crevices on the mountainside. From here, we TILT  
UP, looking straight at the sky.

With the lances in place, Devour bears down. Summoning all her  
focus and energy, she begins to VIBRATE this manifestation of  
her powers, PUNCTURING crevices and splitting rock apart.

The whole mountain begins to RUMBLE.

* * *

**EXT. ASGARD – MOUNTAIN STRONGHOLD – SAME**

CRACK! Devour RIPS OPEN THE SIDE OF THE MOUNTAIN!

There is an avalanche of rock and debris. The mountain  
around the doors completely destroyed, the doors fall across  
the ravine, creating a bridge for Devour and Puff. Devour  
waits patiently for the dust to settle and sees…

… an empty stronghold. No sign of Shakes or the refugees.

* * *

**EXT. SECRET MOUNTAIN PATH – SAME**

Shakes leads the migration of refugees out the other side  
of the mountain onto a secluded mountain path.

**SHAKES  
**We must keep moving! Go to the  
Bilröst!

* * *

**INT. COMMODORE – DUSK**

Spike flies the Commodore out across the city.

Smolder puts on her gloves, cuff on her forearm, boots, and  
breastplate. She grabs her proemial-dragonfang sword and puts it at  
her side. Smolder mans the Blaster, and we see that she's changed  
into the CLASSIC WHITE & GOLD VALKYRIE ARMOR (Ember's gift).

Bad ass.

* * *

**EXT. MOUNTAIN STRONGHOLD – DUSK**

Devour is about to throttle Puff when…

A LOUD GONG SOUND. It's coming from far away, but the deep  
note resonates across the land.

GONG-GONG-GONG-GONG!

Devour looks to the Palace, her eyes narrowing with rage.

* * *

**INT. THRONE ROOM – CONTINUOUS**

Find Ember on the throne holding 'GUNGNIR'; THE LORD'S SCEPTER,  
Torch's signature scepter. SLAMMING the butt of it on the  
ground.

GONG… GONG…

Devour steps into the throne room. Headdress & cowl off.

Ember stops the GONGING when he sees Devour.

**EMBER  
**Sister…

Smiling, Devour gradually crosses the huge space towards Ember.

**DEVOUR  
**You're still alive.

**EMBER  
**I love what you've done with the  
place. Redecorating, I see.

**DEVOUR  
**It seems our father's solution to  
every problem was to cover it up.

**EMBER  
**Or to cast it out.  
(then:)  
He told you you were worthy. He  
said the same thing to me.

Angle on Devour in the frescos, fighting with Mjölnir.

**DEVOUR  
**You see, you never knew him, not at  
his best.  
(nostalgic sigh:)  
Torch and I drowned entire  
civilizations in blood and tears.  
Where do you think all this gold  
came from? And then one day he  
decided to become a benevolent  
lord.  
To foster peace, to protect life.  
(with teeth:)  
To have you.

**EMBER  
**I understand why you're angry. And  
you are my sister, and technically  
have a claim to the throne. And  
believe me, I would love for  
someone else to rule. But it can't  
be you. You're just…. the worst.

Devour puts on her headdress.

**DEVOUR  
**Okay, get up. You're in my seat.

**EMBER  
**(standing up:)  
You know, Father once told me that  
a wise lord never seeks out war.

**DEVOUR  
**But must always be ready for it.

They CHARGE each other.

* * *

**EXT. OBSIDIAN BRIDGE – SAME**

Shakes leads the refugees out onto the bridge.

But then he stops. Sensing something.

At the far end of the bridge is FENRIR! The massive war dragonwolf  
is guarding the observatory!

**SHAKES  
**Go back!

The refugees turn to retreat. Fenrir CHARGES!

GUNFIRE FROM ABOVE!

The Commodore swoops onto the scene, Smolder manning the  
blaster and FIRING on Fenrir, who stops his charge.

As the refugees retreat, they come to a stop because…

… PUFF IS LEADING AN ARMY OF BUTCHERS BEHIND THEM!

Shakes and the refugees are now trapped on the bridge  
between Fenrir and Puff!

* * *

**INT. THRONE ROOM – CONTINUOUS**

Devour and Ember fight, Devour wielding twin black blades.

They CLASH and Ember BLOCKS an attack with Gungnir. They are  
face to face, Devour glaring at Ember.

**DEVOUR  
**To be honest, I expected more.

Devour DISARMS her, sending Gungnir CLATTERING across the room.  
Devour strikes out sending Ember FLYING hard into a wall.

* * *

**EXT. OBSIDIAN BRIDGE – SAME**

Devour's butchers stand behind Puff.

**PUFF  
**Shakes! The sword!

The Butcher army CHARGES

Smolder and Spike hold the remaining Butchers off with GUNFIRE.

Shakes is looking toward the palace, concern for Ember. But  
his attention soon goes back to protecting the mass of  
humanity behind him. He looks out to the Observatory

**SHAKES  
**We must cross now! To Bilröst!

Shakes leads the refugees out onto the bridge.

* * *

**INT. THRONE ROOM – CONTINUOUS**

Devour PINS Ember against the wall.

**DEVOUR  
**Here's the difference between us.  
I'm Torch's firstborn, the rightful  
heir, the savior of Asgard.  
(beat:)  
And you're nothing.

Devour PROJECTS a large spiked lance, Ember barely rolls out of  
the way before it PUNCTURES the wall.

Ember HEADBUTTS Devour. It does nothing. Devour responds with her  
own HEADBUTT. It does a lot.

**DEVOUR (CONT'D)  
**So simple. Even a blind dragon could  
see it.

Devour RAKES a black-clawed hand across Ember's face. In doing  
so, she RIPS OUT ONE OF HER EYES!

**DEVOUR (CONT'D)  
**Now you remind me of Dad.

* * *

**EXT. OBSIDIAN BRIDGE – SAME**

Asgardians CLASH with Devour's Butchers.

Smolder keeps raining down fire on Fenrir, but it is doing  
no real damage. Just pissing the dragonwolf off.

Fenrir shakes off the bullets and resumes CHARGING.

Shakes sees Fenrir charging and steps out in front of the  
refugees with his sword, preparing for the worst.

* * *

**INT. COMMODORE SHIP – SAME**

Smolder gives up shooting.

**SMOLDER  
**This stupid dog won't die!

Spike looks down at the carnage below. Makes a decision.

He gets up and heads for the bay doors.

**SPIKE  
**Everything's going to be okay. I  
got this. You want to know who I  
am?

**SMOLDER  
**What the hell are you talking  
about?

**SPIKE  
**You'll see.

Spike LEAPS out of the ship!

* * *

**EXT. OBSIDIAN BRIDGE – CONTINUOUS**

Spike soars through the air. It's an awe-inspiring image as  
we follow Spike's trajectory downwards. His face is  
determined, arms churning, ready to Spike out…

…except it doesn't happen. Worry washes over his face.

SPLAT! Spike FACEPLANTS on the bridge, seeming to break  
every bone in his body. He looks dead.

Pause. Fenrir SNIFFS him curiously. We notice multiple veins on  
Spike's neck PUMPING GREEN. Then…

… Spike suddenly EXPLODES UP as THE UNSTOPPABLE SPIKE, UPPER-  
CUTTING Fenrir in the jaw! Spike is now in a wrestling match  
with a beast four times his size - the two of them go  
TUMBLING into the water below.

* * *

**EXT. PALACE BALCONY – SAME**

Devour has Ember by the throat. She lifts him up to look over  
the balcony's ledge.

**DEVOUR  
**You see? No one's going anywhere.  
(then:)  
I'll get that sword even if I have  
to kill every single one of them to  
do it.

Ember looks down. Distraught. Heartsick.

* * *

**EXT. OBSIDIAN BRIDGE – CONTINUOUS**

Smolder pilots the Commodore towards the battle on the city side  
of the bridge. Puff's battlion of Butchers surge forward…

BOOM!

Smolder LANDS the Commodore on top of them, SKIDDING  
across the bridge, CRUSHING the front line of the Butchers,  
and KNOCKING Puff aside. The impact triggers the party  
function, setting off PARTY MUSIC and a FIREWORKS DISPLAY.

Smolder emerges from the ship in full battle mode. Behind her,  
the Commodore FIREWORKS provide a spectacular HERO BACKDROP.  
She draws PROEMIAL-DRAGONFANG and smiles as Butchers begin swarming  
towards her. She is where she needs to be.

Meanwhile, the Asgardians huddle together, packed so tight  
that some begin to fall off the side of the bridge, loved  
ones grabbing them and pulling them back up. There's no hope.

Shakes FIGHTS off Butchers, but gets KNOCKED DOWN. Just as  
it looks like he's about to take a killing blow…

BAM!

The Butcher is BLASTED.

Korg steps into frame, holding the blaster!

**KORG  
**Hey man. I'm Korg. This is Miek.

Miek steps into frame, waving.

**KORG (CONT'D)  
**We're going to jump on that  
spaceship and get out of here.  
Want to come?

Shakes is beyond confused, but then… a LOUD NOISE. Devour  
looks down to see…

… EMERGING FROM THE THICK LOW-HANGING FOG IS GARBLE! Resplendent  
in horns, arms spread wide, seeming to float towards the  
bridge like a mythical angel of mercy.

**GARBLE  
**Your savior is here!

The fog dissipates around him, revealing that Garble's standing  
on THE GRANDMASTER'S SUPERCRUISER! For reasons that will  
become clear, we will henceforth call this ship THE ARK.

And Garble is not alone. He's brought along all the prisoners  
from the Contest of Champions. Armed with gladiator weapons.  
The Ark slows to a stop at the middle of bridge.

ABOVE. Even with Devour's claw on her throat, Ember can't help  
but smile at the sight of Garble. Devour however sneers.

**DEVOUR  
**That little shit.

BELOW. Garble and the sakaarian gladiators JUMP OFF the Ark and  
onto the bridge, joining the fight against Devour's forces.

**GARBLE  
**Did you miss me? Everybody on that  
ship, now!

The Asgardian refugees begin POURING onto the Ark. The only  
way onto the Ark is a narrow plankway, so there is an  
immediate bottleneck effect - thousands of frightened people  
all pushing for a chance at salvation. It's mayhem.

Garble walks through the crowd to Shakes.

**SHAKES  
**Welcome home. I saw you coming.

**GARBLE  
**Of course you did.

Garble joins Shakes and the gladiators in fending off Devour's  
encroaching minions.

* * *

**EXT. PALACE BALCONY – SAME**

Devour is perturbed, but not enraged. She turns her gaze back  
to Ember for a final farewell.

**DEVOUR  
**A valiant effort, but you never  
stood a chance.

Ember looks up from her friends protecting her people as they  
frenziedly board to the Ark to…

… The twilight stars coming out over Asgard. There's a  
glimmering of stardust in the sky.

Ember feels how Devour's power INCREASES.

**DEVOUR (CONT'D)  
**You see? I'm not a queen, or a  
monster.

FLASH!

PUSH IN ON TORCH AT THE CLIFFS.

**DEVOUR (CONT'D)  
**I'm the Goddess of Death.

FLASH!

PUSH IN ON TORCH AT THE CLIFFS.

**DEVOUR (CONT'D)  
**What were you the Goddess of again?

As Devour digs two blades into his chest, Ember SCREAMS…

And everything goes SILENT. SKY. We PAN DOWN to…

* * *

**EXT. CLIFFS – DAY**

\- where we find Ember (dressed and injured as she was on the  
balcony), back in the sweeping fields where we met Devour for  
the first time.

**TORCH (O.S.)  
**Even when you had two eyes you were  
only seeing half the picture.

Ember turns to see her father, sitting where we last saw him.  
Ember falls to his knees.

**EMBER  
**She's too strong. Her power only grows  
with the passage of the day. Without  
my hammer I cannot…

**TORCH  
**Are you Ember, Goddess of Hammers?

Ember looks up, meeting his gaze.

**TORCH (CONT'D)  
**That hammer helped you control your  
power, focus it. But it was never  
the source of your strength.

Torch stands, as does Ember.

**EMBER  
**It's too late. She's already taken  
Asgard.

**TORCH  
**Asgard is not a place. Never has  
been.  
(gestures around him:)  
This could be Asgard. It is  
wherever our people stand. And  
right now those people need you.

Torch turns to go.

**EMBER  
**I'm not as strong as you.

**TORCH  
**No. You're stronger.

As Torch turns to leave, a SHADOW in the shape of DEVOUR'S  
HEADDRESS falls across him. He looks up and we are…

* * *

**EXT. PALACE BALCONY – CONTINUOUS**

Ember looks up to the sky.

She digs the blades deeper into Ember's chest. She groans in  
pain. Everything DARKENS as BLACK CLOUDS gather overhead.

**DEVOUR  
**Tell me sister, what were you the  
Goddess of again…?

CLOSE ON Ember's clenched fist, small arcs of electricity  
forming.

KRA-KA BOOM!

-THE LOUDEST CRACK OF THUNDER YOU'VE EVER HEARD! In an

instant, Ember and Devour are ENGULFED in a bolt of lightning!

KA-BOOM!

Devour is BLASTED OUT of the lightning and sent  
CRASHING into the streets of Asgard. Her costume is  
tattered, the black extensions of her power hanging off her  
body in some places. She appears to be unconscious!

All around Asgard, EVERYONE looks up at this massive strike.

* * *

**EXT. OBSIDIAN BRIDGE (OBSERVATORY SIDE) – CONTINUOUS**

BOOM! Ember LANDS HARD on her feet. Muscles swollen, veins  
pulsing with electricity. A living storm.

Ember DIVES INTO THE FRAY. She moves like a bolt of lightning,  
SURGING through the army of Butchers in quick SLASHING JOLTS.

* * *

**EXT. OBSIDIAN BRIDGE (CITY SIDE) – SAME**

Smolder CHARGES into the ocean of Butchers. Wielding  
Proemial-Dragonfang, backlit by the POPS of fireworks.

* * *

**EXT. OBSIDIAN BRIDGE (HERO SHOT) – CONTINUOUS**

Moving across the entire epic battle.

On the city side, Smolder CUTS A SWATHE through the  
relentless onslaught of Butchers. Heavy damage.

At the middle of the bridge, Shakes helps load the fleeing  
Asgardians onto the Ark.

Within the melee are Garble, Korg and the Sakaarians. Garble  
SLASHES through Butchers wielding his two long daggers.

In the water below, Spike and Fenrir WRESTLE in an colossal  
clash of FISTS, CLAWS, and TEETH.

Beyond that, Ember is wielding electrified weapons and  
BLASTING entire packs of Butchers off the bridge!

Lost in the chaos is Puff, who sees the tides turning. He  
throws down his axe and blends into the crowd.

* * *

**EXT. ASGARD - WATER BELOW – CONTINUOUS**

Fenrir has Spike in his mouth, underwater. Trying to drown  
the green goliath!

Fenrir' teeth PUNCTURE Spike's skin. He BELLOWS, THRASHING.

Spike winds up and SLAMS Fenrir in the snout!

Fenrir snaps back, revealing that…

… THEY'VE REACHED THE REALM'S EDGE!

Fenrir is knocked off, plummeting off of Asgard into space.

Spike grabs hold of the slippery rocks, desperately trying to  
climb back as water pours down on him.

* * *

**EXT. THE ARK – SAME**

Asgardians continue RUSHING onto the ship.

In the crowd we find Puff! He's thrown a cloak over  
himself and is sneaking in amongst the refugees.

* * *

**EXT. OBSIDIAN BRIDGE – CONTINUOUS**

Our heroes have drastically thinned down the herd of  
Butchers.

It's pandemonium. The Ark's engines are deafening, but you  
can still hear the sound of terrified people SCREAMING.

Ember helps Garble to his legs.

**EMBER  
**You're late.

**GARBLE  
**You're missing an eye.

Smolder finishes off a handful of enemies, but then notices  
something. She WHISTLES to get the others' attention.

**SMOLDER  
**This isn't over.

All around the bridge, our heroes look to see…

… Devour arriving at the far side of bridge. She is seething  
with much more power, a vision of death.

Having just come out of this huge battle, they are all weary  
and nursing injuries. Garble and Smolder are hurting worse than  
Ember.

Devour walks towards them. Menacing and deliberate.

Ember, Garble, and Smolder step forward to protect the Asgardians.  
They huddle together.

**EMBER  
**I think we should disband the  
Revengers.

**GARBLE  
**Hit her with a lightning blast.

**EMBER  
**I just hit her with the biggest  
lightning blast in the history of  
lightning. And it did nothing.

**SMOLDER  
**We need to hold her off until  
everybody's on board.

Ember looks at the people boarding behind her.

**EMBER  
**It won't end there. The longer  
Devour's on Asgard the more powerful  
she grows. She'll hunt us down.  
We need to stop her here and now.

**SMOLDER  
**What's our move?

**GARBLE  
**I'm not doing the "Get help".

Ember sees Devour approaching. She sees the palace behind her. sHe  
comes to a realization.

**EMBER  
**Asgard's not a place, it's a  
people.  
(then:)  
This was never about stopping  
Ragnarök… it was about causing  
Ragnarök.  
(to Garble:)  
Go to the vault. Surtr's crown.  
It's the only way.

**GARBLE  
**(impressed:)  
Bold move, sister. Even for me.

Garble runs off, leaving Ember and Smolder to deal with Devour.

**EMBER  
**Shall we?

**SMOLDER  
**After you.

Ember ATTACKS. They CLASH, kicking off this monumental  
confrontation. Devour manifests pitch black weapons to attack  
Ember, but Ember is conjuring powerful bolts of electricity  
with the same speed and ferocity.

Just as Ember is surging with newfound lightning powers,  
Devour's powers seem to be enhanced as well.

The battle is relentless and fast-paced. Ember is holding her  
own against Devour. Maybe they can win this thing.

After several fearsome exchanges, Devour PUNCTURES her shoulder  
and then DARTS past her with startling speed.

Undeterred, Ember RUSHES Devour again. Smolder joins in,  
forcing Devour to fight them both.

* * *

**EXT. THE ARK – SAME**

While the Asgardians still scramble to get on board above…

… find the Commodore ship, swooping down below the bridge.

* * *

**INT. COMMODORE SHIP – CONTINUOUS**

Find Garble in the pilot's seat.

**GARBLE  
**This is a madness.

The ship ACCELERATES towards the palace of Asgard.

* * *

**EXT. OBSIDIAN BRIDGE – CONTINUOUS**

Ember continues FIGHTING Devour while Smolder BLOCKS Devour's  
attempts to spear the Asgardians from afar.

Devour isn't landing any fatal blows, but she's carving Ember up  
and making steady progress towards the Ark.

However, the Asgardian refugees finally make it aboard. An  
injured Shakes, Korg, and Miek are the last to get on.

Ember and Shakes make eye contact. Ember calls out:

**EMBER  
**GO! GO NOW!

As the Ark's engines begin to POWER UP…

… Devour HARPOONS Ember. She goes down, grimacing in pain.

Devour begins to CONJURE AN ENORMOUS MANIFESTATION OF HER  
POWERS, A GIANT BLACK SPIKE EMERGES FROM THE BEDROCK OF ASGARD  
IN THE MIDDLE OF THE LAVA OCEAN, THAT STABS THE ARK  
AND PREVENTS IT FROM LEAVING!

Butchers begin to scramble up onto the Ark!

* * *

**EXT. ARK – CONTINUOUS**

The refugees REACT IN TERROR as the Butchers begin CLIMBING  
from the bridge to the Ark. In the frightened crowd we find…

… Puff, still cloaked. He sees innocent Asgardians huddled  
together, trying to protect their families. He's having a  
crisis of conscience. An epiphany.

* * *

**INT. TORCH'S VAULT – SAME**

GARBLE rushes in and picks up Surtr's skull.

As he walks towards the Eternal Flame, The Tesseract draws  
his attention. Tempting him.

* * *

**EXT. THE ARK – CONTINUOUS**

The first wave of Butchers arrives on board, heading straight  
for a cowering family. Just as they're about to be killed…

POW! POW! POW!

The Butchers fall dead.

Everyone turns to see PUFF, now uncloaked, wielding his two  
M-16s from Texas.

**PUFF  
**For Asgard.

Puff runs forward, LEAPS off the Ark, and LANDS on the  
bridge right where all the Butchers are coming to life.  
BLASTING AWAY the Butchers before they can get aboard.

Behind Puff, the Ark begins to LIFT OFF.

Puff keeps FIRING and then…

**PUFF (CONT'D)  
**DEVOUR!

Devour turns to see Puff blasting his way through her  
Butchers, trying to make his way to her.

Disappointed, Devour FIRES a blade through Puff's heart.

Puff has been killed…

… but the Ark now ASCENDS unfettered.

* * *

**INT. TORCH'S VAULT – SAME**

GARBLE places Surtr's skull in the Eternal Flame.

**GARBLE  
**With the Eternal Flame, you are  
reborn.

As the fire CRACKLES, Surtr's skull begins to GROW.

* * *

**EXT. OBSIDIAN BRIDGE – CONTINUOUS**

Devour has Smolder in her clutches, but her focus is on the  
aftermath of Puff's last stand and the Ark's subsequent  
escape. She's furious, about to unleash hell when…

**EMBER (O.S.)  
**DEVOUR! Enough!

Devour turns to see Ember, having yanked out the harpoon…

…and it looks like she's laying down his sword!

**EMBER (CONT'D)  
**You want Asgard? It's yours.

**DEVOUR  
**Whatever game you're playing, it  
won't work. You can't defeat me.

**EMBER  
**No, but he can.

KA-BOOM!

EXPLODING through the roof of the palace is SURTR!

This is a different Surtr than the opening. He is slowly  
but steadily GROWING in size, and he carries with him a  
massive flaming sword, which GROWS as well.

Surtr's arrival literally SHAKES the bedrock of Asgard,  
causing FISSURES to spiderweb all around him, and DISLODGING  
some of the foundation on the bridge and around the palace.

Devour's eyes go wide. She wasn't expecting this.

**DEVOUR  
**No… NO!

* * *

**EXT. OBSIDIAN BRIDGE – CONTINUOUS**

In the background the Ark continues its ascent, now high up  
above the city.

Devour's attention is on Surtr as the palace COLLAPSES around  
him. So she is unprepared for…

SHLNK!

Mustering up all her remaining strength, Smolder DRIVES  
Proemial-Dragonfang through Devour's chest, effectively PINNING her to  
the bridge.

Refocused on Smolder, Devour goes to deliver a death blow when…

… Ember BOLTS forward! He PULLS Smolder from Devour's clutches.

Ember turns and FIRES LIGHTNING INTO PROEMIAL-DRAGONFANG, which  
DISLODGES the section of the bridge that Devour is pinned to!

The ground beneath Devour BREAKS FREE and she goes FALLING down  
into the expanding fissure in Asgard's bedrock in lava ocean.

Badly injured, Ember and Smolder look up to see…

… Surtr INCREASING in size, now towering over the palace.

**SURTR  
**Tremble before me Asgard, for I am  
your reckoning!

Surtr swings his sword, destroying an entire city block.

EMBER and SMOLDER look up.

**SMOLDER  
**The people are safe. That's all  
that matters.

**EMBER  
**We're fulfilling the prophecy.

**SMOLDER  
**I hate this prophecy.

**EMBER  
**So do I, but we have no choice.

In the background, Spike hops up onto the bridge. Looks  
around, zeroing in on Surtr.

**EMBER  
**Surtr destroys Asgard, he destroys  
Devour so that our people can live.

Spike CHARGES behind them, still unseen by Ember and Smolder.

**EMBER  
**We need to let him finish…  
(finally sees Spike:)  
No!

SPIKE LEAPS UP AND LANDS ONTO SURTR'S FACE and begins  
POUNDING the fire giant with furious punches!

**EMBER (CONT'D)  
**Spike no! Stop it you moron!

It's not doing much damage, but the shock of it plus Spike's  
impact makes Surtr take a destructive step back.

Spike is trying to rip out one of Surtr's horns when Surtr  
reaches up and GRABS HIM with a giant fiery hand.

Surtr HURLS Spike away from him. Sends him CRASHING DOWN.

Spike stumbles to his feet, dazed and SMOKING. After gathering  
his bearings, Spike gets REALLY ANGRY and heads back towards  
Surtr for round two, but…

**EMBER (CONT'D)  
**Spike, just for once in your life,  
don't smash!

**SPIKE  
**But… big Monster.

**SMOLDER  
**Spike! Let's go.

Spike stops. Looking between Surtr and Ember & Smolder. This is  
a real Sophie's Choice for Spike. On the one hand, he really  
wants to kill that thing. On the other hand…

**SPIKE  
**Friends.

Spike PICKS UP Ember and Smolder. He then squats down, and…

… LEAPS WITH ALL HIS MIGHT! The trio SHOOTS UP into the night  
sky like a rocket blasting off. Their trajectory is heading  
right at the Ark as it reaches the lower orbit of Asgard.

* * *

**EXT. ARK – PLATFORM – CONTINUOUS**

Spike lands gently, as though he were stepping out of bed. He  
casually DROPS Ember and Smolder, both exhausted.

* * *

**EXT. ASGARD – SAME**

A bird's eye view shows TOTAL CARNAGE AND MADNESS on Asgard.

Surtr has grown to EXTINCTION LEVEL SCALE. SLASHING AWAY at  
the landscape below, when suddenly…

… A MASSIVE BLACK SPIKE EXPLODES FROM THE WATER AND SLAMS INTO  
SURTR'S CHEST!

From beneath the water, Devour EXPLODES back onto the scene,  
riding a huge spiked manifestation of her powers.

She's going for Surtr. ATTACKING with all her might.

Surtr winds up, holding his sword above his head.

**SURTR  
**I am Asgard's doom!

True to his word, Surtr fulfills his destiny and…

… DRIVES HIS SWORD THROUGH DEVOUR AND INTO THE HEART OF ASGARD!

* * *

**INT. THE ARK – MAIN CABIN – SAME**

Everyone watches as Surtr drives his sword through Asgard.

**KORG  
**The damage is not too bad. As long  
as the foundations are strong, we  
can rebuild this place. It will  
become a haven for all people and  
aliens of the universe…

When the fiery sword touches the crystalline base of Asgard  
there is a VIOLENT DETONATION OF ENERGY!

A CATACLYSMIC EARTHQUAKE! The entire realm is SPLIT IN TWO!

In an instant, Ember's home is BLOWN TO PIECES.

… Asgard is gone.

**KORG (CONT'D)  
**And… those foundations are gone.  
Sorry.

Stay on Ember as she processes the decisions she's made.

**EMBER  
**What have I done?

Shakes joins her.

**SHAKES  
**You saved us from extinction.  
Asgard is not a place, it's a  
people.

* * *

**EXT. SPACE – INDETERMINATE TIME**

The Ark cruises among the chaos that once was Asgard.

* * *

**INT. THE ARK – CAPTAIN'S QUARTERS**

Ember looks at his reflection in a mirror. Her wounds are  
bandaged, including her now missing eye. Her armor is clean.

Ember takes a beat, as though trying to get used to the sight  
of the man looking back at her.

**GARBLE (O.S.)  
**It suits you.

Ember turns to reveal Garble standing by the door. A smile.

**EMBER  
**Perhaps you're not so bad after  
all, brother.

**GARBLE  
**Maybe not.

**EMBER  
**Thank you, Garble.

Ember picks up a soap dish.

**EMBER (CONT'D)  
**And if you were here, I might even  
give you a hug.

Ember THROWS the dish at Garble. Garble catches it.

**GARBLE  
**Do we have to hug now?

Ember smiles.

* * *

**EXT. THE ARK – SPACE**

The giant cruiseliner is gliding through space, the twinkling  
of stars all around it.

* * *

**INT. THE ARK – MAIN DECK**

Ember steps out onto the main deck to see an assembly of both  
Asgardian and Sakaarian refugees awaiting their Lord.

Ember looks over her people and begins to walk through the  
crowd. Her subjects part, allowing her through.

It is the antithesis of the opening coronation from the first  
EMBER movie. The people aren't cheering and lauding him, but  
rather they are smiling. Humbly bowing. Grateful.

And Ember isn't acting arrogant. Not trying to show off any  
swagger. She is stately. A contemplative and dignified lord.

At the end of the procession, Spike, Garble, Smolder, and  
Shakes stand next to the CAPTAIN'S CHAIR.

**SMOLDER  
**Your throne.

Pause. Reluctant acceptance. Ember sits down.

Flanking her on opposite sides are Smolder and Shakes.  
Behind/towering above them is the Spike. Garble joins them.

**SHAKES  
**So, Lord of Asgard.

Ember turns around to see THOUSANDS OF PEOPLE staring back,  
silently awaiting word from their new Lord. Now feeling the  
true weight of the crown, Ember takes a moment… and then…

**SHAKES (CONT'D)  
**Where to?

**EMBER  
**I'm not sure. Any suggestions?  
Miek, what's your home planet?

Angle on Korg, who is holding Miek (sans robot exoskeleton).

**KORG  
**Oh, Miek's dead. I accidentally  
stepped on him on the bridge, I've  
just felt so guilty I've been  
carrying him around all day…

Miek WRIGGLES to life. Korg lights up.

**KORG (CONT'D)  
**Miek, you're alive! He's alive  
everyone! What was your question?

Ember looks forward, taking charge of this one.

**EMBER  
**Equestria it is.

* * *

**CUT TO BLACK.**

**ENDING  
"PLANET SAKAAR" by MARK MOTHERSBAUGH**

**THE END.**

* * *

**INT. THE ARK – DAY**

EMBER and GARBLE look out the window.

**GARBLE  
**Do you really think it's a good  
idea to go back to Equestria?

**EMBER  
**Sure! They love me there.

**GARBLE  
**Let me rephrase… Do you really  
think it's a good idea to bring me  
back to Equestria?

Ember smiles, getting it. Pats Garble on the shoulder.

**EMBER  
**Probably not, to be honest. But don't worry,  
brother… I've got a feeling that  
everything's going to work out.

Then through the window, they see…

… THE MASSIVE FORM OF SANCTUARY-2, THANOS' WARSHIP  
approaching.

* * *

**EXT. THE ARK – SAME**

A wider view allows us to see all of Sanctuary-2, dwarfing  
the Ark in size.

* * *

**END.**

* * *

EMBER will return in AVENGERS: INFINITY WAR.


End file.
